Common use of Financial Statements Clause in Contracts

Financial Statements. (1) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true and complete copies of the audited consolidated balance sheet of such entity and each of its Subsidiaries as of December 31, 2020, December 31, 2021 and December 31, 2022 and the related audited consolidated statements of operations and cash flows of each of such entity and its Subsidiaries for each of the years then ended (the “Prior Audited Financial Statements”). Each of the Prior Audited Financial Statements and the financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of the Company and its Subsidiaries have, since January 1, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Financial Statements. (1a) Each Attached to Section 3.5(a) of Alvarium Investments Limitedthe Company Disclosure Schedule are true, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true correct and complete copies of the following (collectively, the “Financial Statements”): (i) the Company’s audited consolidated financial statements consisting of the consolidated balance sheet of such entity and each of its Subsidiaries sheets as of December 31, 2020, December 31, 2021 2017 and December 31, 2022 2016 and the related audited consolidated statements of operations income, statements of members’ equity and statements of cash flows and for the year ended December 31, 2017, and the period from September 1, 2016 through December 31, 2016, each audited in accordance with PCAOB auditing standards by a PCAOB qualified auditor; and (ii) the Company’s unaudited consolidated balance sheet as of each of such entity and its Subsidiaries for each of the years then ended September 30, 2018 (the “Prior Audited Financial StatementsBase Balance Sheet” and the date thereof, the “Most Recent Balance Sheet Date”)) and the related statement of income and statement of cash flows for the nine (9) months then ended. Each Subject, in the case of unaudited interim period financial statements, to the Prior Audited absence of footnotes and normal recurring year-end audit adjustments applied consistent with past practice, none of which are or would be material, individually or in the aggregate, the Financial Statements and the financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes, where applicablenotes thereto) (i) have been prepared from, from the Books and are in accordance with, the books and records Records of the Company and its SubsidiariesSubsidiaries and (except as may be indicated in the notes thereto) in accordance with GAAP applied on a consistent basis in accordance with past practices throughout the periods covered thereby, and (ii) fairly present in all material respects the consolidated financial condition and results of operations, operations and cash flows, changes in stockholders’ equity and consolidated financial position flows of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject dates, and for the periods, indicated thereon. Since the Most Recent Balance Sheet Date, there have been no material changes in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records policies of the Company and or any of its Subsidiaries have, since January 1, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm revaluation of the Company has resigned (Company’s or informed any of its Subsidiaries’ properties or assets. None of the Company that it intends Acquired Companies have ever been subject to resignthe reporting requirements of Section 13(a) or been dismissed as independent public accountants 15(d) of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureExchange Act.

Financial Statements. (1) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true and complete copies of the The audited consolidated balance sheet of such entity and each of its Subsidiaries (the “Balance Sheet”) as of December 31, 2020, December 31, 2021 and December 31, 2022 and the related audited consolidated statements of operations and cash flows of each of such entity and its Subsidiaries for each of the years then ended 2016 (the “Prior Audited Statement Date”) (the “Financial Statements”)) and the unaudited management accounts covering a period from January, 2017 to September, 2017 (the “Management Accounts”) have been provided to the Investor. Each of the Prior Audited The Financial Statements and the financial statements of the Company and its Subsidiaries included in Management Accounts (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (ia) have been prepared from, and are in accordance with, with the books and records of the Company and its SubsidiariesGroup Companies, (iib) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity financial condition and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or Group Companies as of the respective dates indicated therein set forth (subject and the results of operations and cash flows of the Group Companies for the periods indicated therein, except in the case of unaudited financial statements to for the omission of notes thereto and normal year-end audit adjustments normal in nature and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothat are not expected to be material, and (ivc) have been were prepared in accordance with GAAP consistently the Accounting Standards applied during on a consistent basis throughout the periods involved. All of the accounts receivable owing to any of the Group Companies, exceptincluding without limitation all accounts receivable set forth on the Financial Statements or the Management Accounts (as applicable), constitute valid and enforceable claims and are current and collectible in each casethe ordinary course of business, net of any reserves shown on the Financial Statements or the Management Accounts, as indicated applicable (which reserves are adequate and were calculated on a basis consistent with the Accounting Standards), and no further goods or services are required to be provided in order to complete the sales and to entitle the applicable Group Company to collect in full in respect of any such statements receivables. There are no material contingent or in the notes theretoasserted claims, refusals to pay, or other rights of set-off with respect to any accounts receivable of any Group Company. The books and records None of the receivables owing to any Group Company and its Subsidiaries have(i) has been due for more than sixty (60) days, since January 1, 2021, been, and are being, maintained in all material respects in accordance with GAAP and (ii) is payable by an account debtor that is insolvent or bankrupt or (iii) has been pledged to any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with third party by any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureGroup Company.

Financial Statements. (1) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC The Company has made available delivered to Purchaser true Buyer accurate and complete copies of (i) the Company's audited consolidated balance sheet of such entity and each of its Subsidiaries as of December 31April 30, 20201998, December 31, 2021 and December 31, 2022 and the related audited consolidated statements of operations income, stockholders' equity and cash flows for the year then ended, and the notes and schedules thereto, together with the unqualified report thereon of each KPMG Audit Plc, independent public accountants (the "Audited Financial Statements") and (ii) the Company's unaudited consolidated balance sheet as of such entity July 31, 1998 (the "Latest Balance Sheet"), and its Subsidiaries the related unaudited consolidated statements of income, stockholders' equity, and cash flows for each of the years three-month period then ended (the “Prior Audited "Unaudited Financial Statements”"), certified by the Company's chief financial officer (collectively, the "Financial Statements"). Each of the Prior Audited The Financial Statements and the financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (i) represent actual bona fide transactions, (ii) have been prepared from, and are in accordance with, from the books and records of the Company and its Subsidiaries, consolidated Subsidiaries in conformity with U.S. GAAP accounting principles applied on a basis consistent with preceding years throughout the periods involved and (iiiii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and Company's consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject thereof and its consolidated results of operations and cash flows for the periods then ended. The statements of income included in the case Financial Statements do not contain any items of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) special or nonrecurring income except as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or identified in the notes thereto. The books , and records the balance sheets included in the Financial Statements do not reflect any write-up or revaluation increasing the book value of any assets, nor have there been any transactions since the date of the Company and its Subsidiaries have, since January 1, 2021, been, and are being, maintained in all material respects in accordance with GAAP and Latest Balance Sheet giving rise to special or nonrecurring income or any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (such write-up or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedurerevaluation.

Financial Statements. (1a) Each Attached as Schedule 2.7(a) are: (i) the Seller Balance Sheet and Rexam Balance Sheet, (ii) the Seller Income Statement and Rexam Income Statement, (iii) the Seller Statement of Alvarium Investments LimitedCash Flows and Rexam Statement of Cash Flows ((i), Xxxxxxxxx Wealth Management Holdings(ii) and (iii), LLCcollectively and together with the notes thereto, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true and complete copies of the audited consolidated balance sheet of such entity and each of its Subsidiaries as of December 31, 2020, December 31, 2021 and December 31, 2022 and the related audited consolidated statements of operations and cash flows of each of such entity and its Subsidiaries for each of the years then ended (the “Prior Audited Financial Statements”), and (iv) the Pro Forma Financial Statements. Each Except as set forth on Schedule 2.7(a) of the Prior Seller Disclosure Letter, (1) the Audited Financial Statements have been prepared using the books of account and other financial records of Seller, Rexam, the Seller Entities, the Rexam Entities and the Purchased Entities, as applicable; (2) the Seller Balance Sheet and Rexam Balance Sheet included in the Audited Financial Statements present fairly, in all material respects, the financial position of the portions of the Business to which they relate as of their respective dates; (3) the Seller Income Statement and the Rexam Income Statement included in the Audited Financial Statements present fairly, in all material respects, the results of operations of that portion of the Business to which they relate and for the respective periods set forth therein; (4) the Seller Statement of Cash Flows and the Rexam Statement of Cash Flows included in the Audited Financial Statements present fairly, in all material respects, the cash flows of that portion of the Business to which they relate for the respective periods set forth therein; and (5) each of the Seller Balance Sheets, the Seller Income Statement, the Seller Statement of Cash Flows, the Rexam Balance Sheets, the Rexam Income Statement and the Rexam Statement of Cash Flows included in the Audited Financial Statements has been prepared in conformity with GAAP (in the case of the financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records portion of the Company and its Subsidiaries, Business owned by Seller) or IFRS (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited the financial statements to year-end audit adjustments normal in nature and amountof the portion of the Business owned by Rexam), (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied on a consistent basis during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of the Company and its Subsidiaries have, since January 1, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Financial Statements. (1) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true and complete copies Attached hereto as Section 3.7 of the audited Visant Disclosure Schedule is a copy of (i) the unaudited consolidated balance sheet sheets of such entity Xxx Xxxxxxxx and each of its the Transferred Subsidiaries as of December 31, 2020, December 31, 2021 2005 and December 31, 2022 2004 (the “Annual Balance Sheets”) and the related audited unaudited consolidated statements of operations income of Xxx Xxxxxxxx and cash flows of each of such entity and its the Transferred Subsidiaries for each of the years then ended (collectively, and together with the notes thereto, the “Prior Audited Annual Financial Statements”), (ii) the unaudited consolidated balance sheets of Xxx Xxxxxxxx and the Transferred Subsidiaries as of November 30, 2005 and November 30, 2006, (the “Interim Balance Sheets”), and (iii) the unaudited consolidated statements of income of Xxx Xxxxxxxx and the Transferred Subsidiaries for the eleven-month period ended November 30, 2005 and November 30, 2006, (Section 3.7(ii) and Section 3.7(iii) collectively, the “Interim Financial Statements” and the Annual Financial Statements and the Interim Financial Statements being hereafter referred to collectively as the “Financial Statements”). Visant does not prepare and has not on or after December 31, 2004 prepared consolidated statements of cash flows, whether audited or unaudited, on an annual, quarterly or other basis, for Xxx Xxxxxxxx and the Transferred Subsidiaries. Each of the Prior Audited consolidated balance sheets included in the Financial Statements and presents fairly the financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of Xxx Xxxxxxxx and the Company Transferred Subsidiaries and the Business as of its respective date and each of the consolidated statements of income included in the Financial Statements presents fairly the results of operations of Xxx Xxxxxxxx and the Transferred Subsidiaries and the Business for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretotherein, and (iv) in each case have been prepared in accordance with GAAP (except as set forth in Section 3.7 of the Visant Disclosure Schedule) consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of the Company and its Subsidiaries have, since January 1, 2021, been, covered thereby and are being, maintained complete and accurate in all material respects respects; provided, however, that the Interim Financial Statements are subject to normal year-end adjustments (which will not be material in accordance with GAAP amount or effect). All allocations of costs and expenses from Visant and/or any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of its Affiliates to Xxx Xxxxxxxx or any of the Company has resigned (Transferred Subsidiaries reflected in the Financial Statements are reasonable and consistent as if such costs and expenses had actually been incurred by Xxx Xxxxxxxx or informed the Company that it intends to resign) or been dismissed as independent public accountants any of the Company Transferred Subsidiaries or are related to Xxx Xxxxxxxx or any of the Transferred Subsidiaries. The Financial Statements reflect, in all material respects, all costs and expenses incurred by the Business as a result currently conducted regardless of the Person’s books they were recorded on. The Financial Statements do not include, in any material respects, any revenue or expenses not Related to the Business. There are no off-balance-sheet transactions, arrangements, obligations or relationships (as defined in connection with any disagreements with Item 303(a) of Regulation S-K under the Company on a matter Securities Exchange Act of accounting principles 1934, as amended) attributable to Xxx Xxxxxxxx or practices, financial statement disclosure or auditing scope or procedurethe Transferred Subsidiaries.

Financial Statements. (1) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true True and complete copies of (i) the audited consolidated balance sheet sheets and the related consolidated statements of such entity income and expenses, shareholders’ equity, and cash flows of the Business for each of its Subsidiaries the two fiscal years ended as of December 31, 20202012, December 31, 2021 and December 31, 2022 2011, together with all related notes and schedules thereto, accompanied by the reports thereon of the Transferors’ accountants (the “Transferor Audited Financial Statements”) and (ii) the unaudited consolidated balance sheets and the related audited consolidated statements of operations income and expenses, shareholders’ equity, and cash flows of each the Business for the quarterly period ended March 31, 2013, together with all related notes and schedules thereto accompanied by the reports thereon of such entity and its Subsidiaries for each of the years then ended Transferors’ accountants (the “Prior Transferor Interim Financial Statements” and, together with the Transferor Audited Financial Statements, the “Transferor Financial Statements”). Each of the Prior Audited Financial Statements and the financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (i) have been delivered or will be delivered by the Transferor Parties to the Acquiring Parties. The Transferor Financial Statements (A) were prepared from, and are in accordance with, with the books of account and other financial records of the Company and its SubsidiariesTransferors, (iiB) present fairly present in all material respects the consolidated financial condition and results of operations, cash flows, changes in stockholders’ equity and consolidated financial position operations of the Company and its Subsidiaries for the respective fiscal periods or Transferors as of the respective dates therein set forth (subject in thereof or for the case of unaudited statements to year-end audit adjustments normal in nature and amount)periods covered thereby, (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (ivC) have been prepared in accordance with U.S. GAAP consistently applied during on a basis and (D) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the consolidated financial condition of the Transferors and the results of the operations of the Transferors as of the dates thereof or for the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of the Company and its Subsidiaries have, since January 1, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedurecovered thereby.

Financial Statements. (1) Each of Alvarium Investments Limitedthe consolidated financial statements (including, Xxxxxxxxx Wealth Management Holdingsin each case, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true and complete copies of any related notes thereto) contained in the audited consolidated balance sheet of such entity and each of its Subsidiaries as of December 31, 2020, December 31, 2021 and December 31, 2022 and the related audited consolidated statements of operations and cash flows of each of such entity and its Subsidiaries for each of the years then ended Company SEC Reports (the “Prior Audited Financial StatementsCompany Financials”). Each of , including each Company SEC Report filed after the Prior Audited Financial Statements and date hereof until the financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) Closing: (i) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect applicable thereto, and (ivii) have been was prepared in accordance with GAAP consistently United States generally accepted accounting principles (“GAAP”) applied during on a consistent basis throughout the periods involved, except, in each case, involved (except as may be indicated in such statements or in the notes thereto), and (iii) fairly and accurately presented, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiary as at the respective dates thereof and the consolidated results of the Company’s operations and cash flows for the periods indicated (except that the unaudited interim financial statements were subject to normal and recurring year-end and quarter-end adjustments which were not material). The Company does not intend to correct or restate, nor, to the knowledge of the Company, is there any basis, facts or circumstances that would reasonably be expected to result in any correction or restatement of, any aspect of the Company Financials. The audited balance sheet of the Company contained in the Company SEC Reports as of June 30, 2008, is hereinafter referred to as the “Company Balance Sheet.” The Company has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past five (5) full fiscal years or during the current fiscal year-to-date. The books and records of the Company and its Subsidiaries have, since January 1, 2021, Subsidiary have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements, and the Company Financials are consistent with such books and records. Since January 1Neither the Company nor its Subsidiary is a party to, 2021or has any commitment to become a party to, no any joint venture, off-balance sheet partnership or any similar Contract relating to any transaction or relationship between or among the Company or its Subsidiary, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Person, on the other hand, including, without limitation, any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or its Subsidiary in the Company’s or such Subsidiary’s published financial statements or other Company SEC Reports. The Company and its Subsidiary have identified all material uncertain tax positions contained in all Returns filed by the Company or its Subsidiary and have established adequate reserves and made any appropriate disclosures in the Company Financials in accordance with the requirements of Financial Interpretation Xx. 00 xx XXXX Xxxxxxxxx Xx. 000. The Company has made available to Parent all material position papers with respect to accounting policies and practices, including any quarterly position papers regarding the application of Staff Accounting Bulletin (SAB) No. 99, “Materiality,” made available to the Company’s principal financial and accounting officer, its audit committee or its independent registered public accounting firm firm; the Company’s revenue recognition policies and practices are and have been in compliance in all material respects with all rules, regulations and statements of the Company has resigned (or informed SEC with respect thereto, including SAB 101, “Revenue Recognition in Financial Statements,” and SAB 104, and, to the extent required, the Company that it intends recognizes revenue in accordance with AICPA Statement of Position (SOP) 97-2, “Software Revenue Recognition,” as amended, and SOP 98-9, “Modification of SOP 97-2, Software Revenue Recognition with Respect to resign) or Certain Transactions”; and the Company’s controls over its revenue recognition policies and practices have been dismissed as independent public accountants of the Company as a result of or communicated to and applied in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureall material respects by its sales organization.

Financial Statements. (1) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC The Company has made available to Purchaser true and complete the Investors copies of (a) the audited consolidated balance sheet of such entity and each of its Subsidiaries as of December 31, 2020, December 31, 2021 and December 31, 2022 and the related audited consolidated statements of operations and cash flows of each of such entity and its Subsidiaries for each of the years then ended (the “Prior Audited Financial Statements”). Each of the Prior Audited Financial Statements and the financial statements of the Company and its Subsidiaries included at and for the 12 month periods ended December 31, 2010 and December 31, 2011, together with the report of the Company’s independent auditors thereon (collectively, the “Audited Financial Statements”), including consolidated balance sheets and statements of income, cash flows and shareholders’ equity and, with respect to Investors that have executed a confidentiality undertaking with the Company permitting access to “Level II” information in the Data Room, (or incorporated by reference intob) the Company Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records unaudited consolidated financial statements of the Company and its SubsidiariesSubsidiaries at and for the periods ended March 31, 2012 and June 30, 2012 (collectively, the “Unaudited Financial Statements”, and together with the Audited Financial Statements, the “Financial Statements”), including consolidated balance sheets and statements of income and cash flows. The Financial Statements (and, with respect to Investors who do not have access to the Unaudited Financial Statements, only the Audited Financial Statements) have been prepared in accordance with US GAAP on a consistent basis (subject to (i) with respect to the Audited Financial Statements, such exceptions as may be indicated in the Audited Financial Statements or the notes thereto and (ii) with respect to the Unaudited Financial Statements, the absence of footnote disclosure and normal, non-material and recurring year-end adjustments) and fairly present in all material respects the consolidated financial position, results of operations, operations and cash flows, changes in stockholders’ equity and consolidated financial position flows of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in and for the case periods covered thereby. The Company and each of unaudited statements to year-end audit adjustments normal in nature its Subsidiaries maintain systems of accounting and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared internal controls that provide reasonable assurance that financial transactions are executed in accordance with GAAP consistently applied during the periods involvedauthorization of, exceptand reported to, in each case, as indicated in such statements or in the notes thereto. The books and records management of the Company and or its Subsidiaries have, since January 1, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureinternal policies.

Financial Statements. (1a) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth The Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has Sellers have made available to Purchaser true and complete copies Parent (i) the audited combined balance sheets of the audited consolidated balance sheet Group Entities and their Subsidiaries set forth on Schedule 4.07(i) of such entity and each of its Subsidiaries as of the Disclosure Schedule for the fiscal years ended December 3128, 2020, December 31, 2021 2014 and December 3127, 2022 2015, and the related audited consolidated combined statements of operations income, members’ equity and cash flows for the fiscal years ended on such dates, together with the notes thereto, in each case examined by and accompanied by the report of each of such entity and its Subsidiaries for each of the years then ended EisnerAmper, independent certified public accountants (the “Prior Group Audited Financial Statements”). Each , and (ii) the unaudited combined balance sheet of the Prior Group Entities and their Subsidiaries (the “Group Balance Sheet”) set forth on Schedule 4.07(ii) of the Disclosure Schedule as of December 25, 2016 (the “Balance Sheet Date”), and the related unaudited combined statements of income, members’ equity and cash flows of the Group Entities and their Subsidiaries for the twelve-month period ended on such date (the “Group Interim Financial Statements” and, together with the Group Audited Financial Statements, the “Group Entity Financial Statements”). The Group Audited Financial Statements fairly present in all material respects, in conformity with GAAP consistently applied during such periods (except as set forth in the notes thereto), the combined financial position of the Group Entities set forth on Schedule 4.07(i) of the Disclosure Schedule and their combined Subsidiaries as of the dates thereof and their combined results of operations, members’ equity and cash flows for the periods then ended. The Group Audited Financial Statements for the fiscal year ended December 27, 2015 were prepared in compliance with the applicable requirements of Regulation S-X of the 1933 Act. The Group Interim Financial Statements fairly present in all material respects, in conformity with GAAP, the combined financial position of the Group Entities and their Subsidiaries as of the dates thereof and their combined results of operations, members’ equity and cash flows for the periods then ended (subject to the absence of footnotes and normal and recurring year-end audit adjustments that would not, individually or in the aggregate, be material to the business, financial condition or operating results of the Group Entities and their Subsidiaries). No financial statements of any Person other than the Company and its Subsidiaries Group Entities are required by GAAP to be included or reflected in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (i) have been prepared from, and Group Entity Financial Statements. The Group Entity Financial Statements are in accordance with, derived from the books and records of the Company Group Entities and its Subsidiaries, (ii) fairly present their Subsidiaries in all material respects respects. The Group Entities have delivered to Parent copies of all letters from the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position auditors of the Company and its Subsidiaries for Group Entities to the respective fiscal periods or as boards of the respective dates therein set forth (subject in the case managers thereof since December 31, 2014, together with copies of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect responses thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of the Company and its Subsidiaries have, since January 1, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Financial Statements. (1a) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC United has previously made available to Purchaser true and complete Continental copies of (i) the audited consolidated balance sheet of such entity United and each of its the United Subsidiaries as of December 31, 20202008 and 2009, December 31, 2021 and December 31, 2022 and the related audited consolidated statements of operations and operations, comprehensive income (loss), cash flows of each of such entity and its Subsidiaries stockholders’ equity for each of the three years then in the period ended December 31, 2009, as reported in United’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, including any amendments thereto filed with the SEC prior to the Measurement Date, filed with the SEC under the Exchange Act, accompanied by the audit report of Deloitte & Touche LLP, the independent registered public accounting firm with respect to United for such periods (such balance sheets and statements, the “Prior Audited United Financial Statements”), and (ii) the unaudited consolidated balance sheet of United and the United Subsidiaries as of March 31, 2010 and the related consolidated statements of operations, comprehensive income (loss), cash flows and stockholders’ equity for the three-month periods ended March 31, 2009 and 2010, as reported in United’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010, including any amendments thereto filed with the SEC prior to the Measurement Date (such balance sheets and statements, the “Unaudited United Financial Statements” and, together with the Audited United Financial Statements, the “United Financial Statements”). Each The consolidated balance sheets of the Prior Audited Financial Statements and the financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports United (including the related notes, where applicable) (i) have been prepared fromincluded in the United Financial Statements fairly present in all material respects the consolidated financial position of United and the United Subsidiaries as of the dates thereof, and are the other financial statements included in accordance withthe United Financial Statements (including the related notes, the books and records of the Company and its Subsidiaries, (iiwhere applicable) fairly present in all material respects the consolidated results of operations, cash flows, the consolidated operations and changes in stockholders’ equity and consolidated financial position cash flows of United and the Company and its United Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject forth, subject, in the case of unaudited statements the Unaudited United Financial Statements, to normal year-end audit adjustments normal that are immaterial in nature and amount)in amounts consistent with past experience; each of such statements (including the related notes, (iiiwhere applicable) as applicable, complied, as of their respective dates of filing with the SEC, complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of the United Financial Statements (including the related notes, and (ivwhere applicable) have has been prepared in all material respects in accordance with GAAP generally accepted accounting principles in the United States (“GAAP”) consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records To United’s knowledge, there is no applicable accounting rule, consensus or pronouncement that has been adopted by the SEC, the Financial Accounting Standards Board, the Emerging Issues Task Force or any similar body as of, but is not in effect as of, the date of the Company and its Subsidiaries havethis Agreement that, since January 1if implemented, 2021would reasonably be expected to have a Material Adverse Effect on United (it being agreed that for purposes of this Section 3.6(a), been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (effects resulting from or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or arising in connection with any disagreements with the Company matters set forth in clause (vi) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Material Adverse Effect on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureUnited would reasonably be expected to occur).

Financial Statements. The Sellers have delivered to the Purchaser: (1a) Each the Annual Financial Statements, and the related consolidated statements of Alvarium Investments Limitedoperations, Xxxxxxxxx Wealth Management Holdingschanges in shareholders’ deficit and cash flows for the years then ended, LLCtogether with the report thereon of Virchow, TIG Trinity GPXxxxxx & Company, LLC and TIG Trinity ManagementLLP, LLC has made available independent public accountants (the December 31, 2005 consolidated balance sheet, together with the related notes thereto, is hereinafter referred to Purchaser true and complete copies of as the “Reference Balance Sheet”), (b) a combined audited consolidated balance sheet of such entity and each of its Subsidiaries the Xxxxxxxx Companies as of December 31, 20202005, December 31, 2021 and December 31, 2022 and the related audited combined statements of income, shareholders’ equity and cash flows for the year then ended, together with the report thereon of Virchow, Xxxxxx & Company, LLP, and (c) an unaudited consolidated balance sheet of the Xxxxxxxx Companies as of July 31, 2006 (the “Interim Balance Sheet”) and related unaudited consolidated statements of operations and cash flows for the seven months then ended, including in the case of each of such entity (a) and its Subsidiaries for each of (b), the years then ended (the “Prior Audited Financial Statements”)related notes thereto. Each of the Prior Audited Financial Statements and the Such financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (ii) notes thereto present fairly present in all material respects the consolidated financial position, results of operations, operations and cash flows, changes in stockholders’ equity and consolidated financial position flows of the Company and its Subsidiaries for the respective fiscal periods or Xxxxxxxx Companies, taken as a whole, as of the respective dates and for the periods referred to in such financial statements, all in accordance with GAAP (except as otherwise indicated therein set forth (subject or in the notes thereto and, in the case of unaudited statements to Interim Financial Statements, normal recurring year-end audit adjustments normal and the absence of notes and other presentation items). The financial statements referred to in nature and amount), (iii) as applicable, complied, as this Section 3.5 reflect the consistent application of their respective dates of filing with the SEC, in all material respects with applicable such accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during principles throughout the periods involved, except, in each case, as indicated in such . No financial statements or of any Person other than the Xxxxxxxx Companies are required by GAAP to be included in the notes theretoconsolidated financial statements of the Company. The books warranties and records representations herein related to financial statements other than audited financial statements are to the Knowledge of the Company and its Subsidiaries have, since January 1, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureSellers.

Financial Statements. The Company has delivered to the Investors (1i) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true and complete copies of the audited consolidated balance sheet of such entity and each of its Subsidiaries as of December 31, 2020, December 31, 2021 and December 31, 2022 and the related audited consolidated statements of operations and cash flows for Missfresh Limited as of each of such entity and its Subsidiaries for each of the years then twelve-month period ended December 31, 2017 and December 31, 2018 (the “Prior Audited Annual Statement Date”), (ii) the unaudited balance sheet (the “Balance Sheet”) and statements of operations and cash flows for Missfresh Limited as of and for the twelve-month period ended December 31, 2019, and (iii) the unaudited Balance Sheet and statements of operations and cash flows for Missfresh Limited as of and for the three-month period ending March 31, 2020 (the “Statement Date”) (collectively, the financial statements referred to in sub-clauses (i) through (iii) above, the “Financial Statements”). Each of the Prior Audited The Financial Statements and the financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (ia) have been prepared from, and are in accordance with, with the books and records of the Company and its SubsidiariesPRC Companies, (iib) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity financial condition and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or PRC Companies as of the respective dates indicated therein set forth (subject and the results of operations and cash flows of the PRC Companies for the periods indicated therein, except in the case of unaudited financial statements to for the omission of notes thereto and normal year-end audit adjustments normal in nature and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothat are not expected to be material, and (ivc) have been were prepared in accordance with GAAP consistently the applicable Accounting Standards applied during on a consistent basis throughout the periods involved. All of the accounts receivable owing to any of the Group Companies, exceptincluding without limitation all accounts receivable set forth on the Financial Statements, in each case, as indicated in such statements or constitute valid and enforceable claims and are current and collectible in the notes thereto. The books ordinary course of business, net of any reserves shown on the Financial Statements (which reserves are adequate and records of were calculated on a basis consistent with the Company and its Subsidiaries have, since January 1, 2021, beenAccounting Standards), and no further goods or services are beingrequired to be provided in order to complete the sales and to entitle the applicable Group Company to collect in full in respect of any such receivables. There are no material contingent or asserted claims, maintained in all material respects in accordance refusals to pay, or other rights of set-off with GAAP and respect to any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm accounts receivable of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureGroup Company.

Financial Statements. The Company has delivered, or caused to be delivered, to Buyers: (1i) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true and complete copies audited consolidated financial statements of the audited consolidated balance sheet of such entity and each of its Subsidiaries as of Company for the years ended December 31, 20202009 and 2010 (including the related notes and schedules, December the “Year-End Financial Statements”), and (ii) unaudited consolidated financial statements of the Company for the seven-month period ended July 31, 2021 and December 31, 2022 and the related audited consolidated statements of operations and cash flows of each of such entity and its Subsidiaries for each of the years then ended 2011 (the “Prior Audited Interim Financial Statements” and together with the Year-End Financial Statements, the “Financial Statements”). Each of the Prior Audited Financial Statements and the financial statements The consolidated balance sheet of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (i) as at December 31, 2010 is referred to herein as the “Balance Sheet,” and (ii) as at July 31, 2011 is referred to as the “Interim Balance Sheet.” The Financial Statements have been prepared from, and are in accordance with, derived from the books and records of the Company and its SubsidiariesAcquired Companies, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The which books and records of the Company and its Subsidiaries have, since January 1, 2021, been, and are being, have been maintained in all material respects in accordance with GAAP reasonable business practices and any other all applicable legal Legal Requirements and accounting requirements. Since January 1, 2021, no independent public accounting firm reflect all financial transactions of the Company has resigned (or informed and its Subsidiaries which are required to be reflected in accordance with GAAP, consistently applied. The Year-End Financial Statements were prepared in accordance with GAAP, consistently applied, and fairly present the Company that it intends to resign) or been dismissed as independent public accountants consolidated financial position of the Company Acquired Companies as of the respective dates thereof and the results of their operations and cash flows for the respective periods then ended. The Interim Financial Statements were prepared in a result of or in connection with any disagreements manner consistent with the Company Company’s past practice with respect to the preparation of interim reports. The Interim Financial Statements fairly present the consolidated financial position of the Acquired Companies as of the date thereof and the results of their operations for the period then ended and were prepared in accordance with GAAP (except as may otherwise be stated in the interim reports) applied on a matter basis consistent with the Year-End Financial Statements, in each case subject to normal year-end adjustments and the absence of accounting principles or practices, financial statement disclosure or auditing scope or procedurenotes.

Financial Statements. Attached as Schedule 4.07 are (1a) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true and complete copies of the audited consolidated balance sheet sheets of such entity APX Group Holdings, Inc. and each of its Subsidiaries as of December 31, 20202016, as of December 31, 2021 2017 and as of December 31, 2022 2018 and the related audited consolidated or combined income (loss) statements, statements of operations comprehensive income (loss), changes in equity and cash flows of each of such entity APX Group Holdings, Inc. and its Subsidiaries for each of the years then ended same period, together with the auditor’s reports thereon (the “Prior Audited Financial Statements”) and (b) the unaudited condensed consolidated balance sheets of APX Group Holdings, Inc. and its Subsidiaries as of June 30, 2019 and the unaudited condensed consolidated statements of operations, statements of comprehensive income (loss), cash flows and changes in equity of APX Group Holdings, Inc. and its Subsidiaries as of June 30, 2019 (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). Each of the Prior Audited The Financial Statements present fairly, in all material respects, the consolidated financial position, results of operations, income (loss), changes in equity and the financial statements cash flows of the Company APX Group Holdings, Inc. and its Subsidiaries included as of the dates and for the periods indicated in such Financial Statements in conformity with GAAP (or incorporated by reference intoexcept, in the case of the Unaudited Financial Statements, for the absence of footnotes and other presentation items and normal year-end adjustments) the Company Reports (including the related notes, where applicable) (i) have been prepared and were derived from, and are accurately reflect in accordance withall material respects, the books and records of the Company APX Group Holdings, Inc. and its Subsidiaries. Other than the Audited Financial Statements, there are no audited financial statements (iiincluding any audited consolidated balance sheets, income (loss) fairly present in all material respects the consolidated results statements, statements of operations, cash flowscomprehensive income (loss), changes in stockholders’ equity and consolidated financial position of cash flows) for the Company and or any of its or APX Group Holdings, Inc.’s Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretoto calendar years 2016, 2017 and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of the Company and its Subsidiaries have, since January 1, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure2018.

Financial Statements. Attached as SCHEDULE 4.6 hereto are (1i) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true and complete copies of the audited consolidated balance sheet sheets of such entity IIT, Inc. and each the unaudited balance sheets of its Subsidiaries International Information Technology IIT, C.A. ("IIT, C.A.") as of December 31, 2020, December 31, 2021 and December 31, 2022 1997 and the related audited consolidated statements of operations earnings, shareholders equity and cash flows of each IIT, Inc. and the unaudited statements of such entity earnings, shareholders equity and its Subsidiaries cash flows of IIT, C.A. for each of the years twelve-month periods then ended (the “Prior Audited Financial Statements”). Each of the Prior Audited Financial Statements and the financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notesended, where applicable) (i) have been prepared fromtogether, and are in accordance with, the books and records of the Company and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of IIT, Inc., with the independent auditor's report thereon and (ii) the unaudited balance sheet of each of IIT, Inc. and IIT, C.A. as of July 31, 1998 and the related unaudited statements to year-end audit adjustments normal in nature of earnings, shareholders' equity and amountcash flows of IIT, Inc. and IIT, C.A. for the seven month period then ended (collectively, the "FINANCIAL STATEMENTS"), . The Financial Statements (iiiincluding the notes thereto) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been were prepared in accordance with GAAP GAAP, consistently applied during throughout the periods involvedindicated, exceptand present fairly and accurately the financial condition and results of operation of each of IIT, in each caseInc. and IIT, C.A. as indicated in such statements or in of and for the notes theretoperiods indicated; PROVIDED, HOWEVER, that the unaudited Financial Statements as of and for the periods ending July 31, 1998 are subject to normal year-end adjustments (which will not be material) and lack footnotes and other presentation items. The books audited financial statements of IIT, C.A. to be delivered pursuant to SECTION 9.2(o) will be identical to the unaudited financial statements of IIT, C.A. as of and records for the period ended December 31, 1997 set forth on SCHEDULE 4.6, except for the deletion of the Company any qualifications and its Subsidiaries have, since January 1, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedurechanges resulting therefrom.

Financial Statements. (1a) Each Attached as Section 4.6(a) of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser the Company Disclosure Letter are true and complete copies of the audited consolidated balance sheet of such entity and each of its Subsidiaries as of December 31, 2020, December 31, 2021 and December 31, 2022 and the related audited consolidated statements of operations and cash flows of each of such entity and its Subsidiaries for each of the years then ended (the “Prior Audited Financial Statements”). Each of the Prior Audited Financial Statements and the financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (i) have been prepared fromthe unaudited consolidated balance sheets and statements of income, statements of stockholders’ equity, and are in accordance with, the books and records statements of the Company and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position flows of the Company and its Subsidiaries for the respective fiscal periods or as years ended December 31, 2020 and December 31, 2021, together with the related notes and schedules thereto (the “Unaudited Company Financial Statements”), (ii) the unaudited consolidated balance sheets and statements of income, statements of stockholders’ equity, and statements of cash flows of Solaria and its Subsidiaries for the respective dates therein set forth fiscal years ended December 31, 2020 and December 31, 2021, together with the related notes and schedules thereto (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount“Unaudited Solaria Financial Statements”), (iii) as applicablethe unaudited consolidated balance sheets and statements of operations and comprehensive loss, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements cash flows and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records stockholders’ equity of the Company and its Subsidiaries haveas of and for the six month period ending June 30, since January 1, 2021, been2022 (the “Interim Unaudited Company Financial Statements”), and are being(iv) the unaudited consolidated balance sheets and statements of operations and comprehensive loss, maintained in all material respects in accordance with GAAP cash flows and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm stockholders’ equity of the Company has resigned and its Subsidiaries as of and for the six month period ending June 30, 2022 (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements “Interim Unaudited Solaria Financial Statements”, and together with the Interim Unaudited Company on a matter of accounting principles or practicesFinancial Statements, financial statement disclosure or auditing scope or procedurethe Unaudited Company Financial Statements and the Unaudited Solaria Financial Statements, the “Financial Statements”). The Unaudited Solaria Financial Statements and Interim Unaudited Solaria Financial Statements are referred to herein collectively as the “Solaria Financial Statements”, and the Unaudited Company Financial Statements and Interim Unaudited Company Financial Statements are referred to herein collectively as the “Company Financial Statements”.

Financial Statements. (1) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true True and complete copies of (i) the audited consolidated balance sheets and the related consolidated statements of income and expenses, members’ equity, and cash flows of the Business for each of the two fiscal years ended as of December 31, 2011 and December 31, 2010, together with all related notes and schedules thereto, accompanied by the reports thereon of the Transferor’s accountants (the “Transferor Audited Financial Statements”); (ii) the audited consolidated balance sheet of such entity and each of its Subsidiaries as of December 31, 2020, December 31, 2021 and December 31, 2022 and the related audited consolidated statements statement of operations income and expenses, members’ equity, and cash flows of each the Business as of such entity the quarterly period ended March 31, 2011; (iii) the unaudited consolidated balance sheet and its Subsidiaries the related consolidated statement of income and expenses, stockholders’ equity, and cash flows of the Business for the quarterly period ended March 31, 2011, which have been reviewed by SFX’s Accountants; and (iv) for each of 2012 and 2011, the years then unaudited year-to-date period ended on the last day of the full calendar month immediately preceding the Closing, together with all related notes and schedules thereto accompanied by the reports thereon of the Transferor’s accountants (the “Prior Transferor Interim Financial Statements” and, together with the Transferor Audited Financial Statements, the “Transferor Financial Statements”). Each of the Prior Audited Financial Statements and the financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (i) have been delivered or will be delivered by the Transferors to Parent, subject to completion by SFX’s Accountant, at Acquiring Parties’ cost. The Transferor Financial Statements (A) were prepared from, and are in accordance with, with the books of account and other financial records of the Company and its SubsidiariesTransferors, (iiB) present fairly present in all material respects the consolidated financial condition and results of operations, cash flows, changes in stockholders’ equity and consolidated financial position operations of the Company and its Subsidiaries for the respective fiscal periods or Transferors as of the respective dates therein set forth (subject in thereof or for the case of unaudited statements to year-end audit adjustments normal in nature and amount)periods covered thereby, (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (ivC) have been prepared in accordance with GAAP consistently applied during on a basis consistent with the past practices of the Transferors and (D) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the consolidated financial condition of the Transferors and the results of the operations of the Transferor as of the dates thereof or for the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of the Company and its Subsidiaries have, since January 1, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedurecovered thereby.

Financial Statements. (1) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true True and complete copies of (i) the audited consolidated balance sheets and the related consolidated statements of income and expenses, stockholders’ equity, and cash flows of the Business for each of the two fiscal years ended as of December 31, 2011 and December 31, 2010, together with all related notes and schedules thereto, accompanied by the reports thereon of Transferor’s accountants (the “Transferor Audited Financial Statements”); (ii) the audited consolidated balance sheet of such entity and each of its Subsidiaries as of December 31, 2020, December 31, 2021 and December 31, 2022 and the related audited consolidated statements statement of operations income and expenses, stockholders’ equity, and cash flows of each the Business for the quarterly period ended March 31, 2011; (iii) the unaudited consolidated balance sheet and the related consolidated statement of such entity income and its Subsidiaries expenses, stockholders’ equity, and cash flows of the Business for the quarterly period ended March 31, 2012, which have been reviewed by SFX’s Accountants; and (iv) for each of 2012 and 2011, the years then unaudited year-to-date period ended on the last day of the full calendar month immediately preceding the Closing together with all related notes and schedules thereto accompanied by the reports thereon of Transferor’s accountants (the “Prior Transferor Interim Financial Statements” and, together with the Transferor Audited Financial Statements, the “Transferor Financial Statements”). Each of the Prior Audited Financial Statements and the financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (i) have been delivered or will be delivered by Transferor to Parent, subject to completion by SFX’s Accountant, at Acquiring Parties’ cost. The Transferor Financial Statements (A) were prepared from, and are in accordance with, with the books of account and other financial records of the Company and its SubsidiariesTransferor, (iiB) present fairly present in all material respects the consolidated financial condition and results of operations, cash flows, changes in stockholders’ equity and consolidated financial position operations of the Company and its Subsidiaries for the respective fiscal periods or Transferor as of the respective dates therein set forth (subject in thereof or for the case of unaudited statements to year-end audit adjustments normal in nature and amount)periods covered thereby, (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (ivC) have been prepared in accordance with GAAP consistently applied during on a basis consistent with the past practices of Transferor and (D) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the consolidated financial condition of Transferor and the results of the operations of Transferor as of the dates thereof or for the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of the Company and its Subsidiaries have, since January 1, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedurecovered thereby.

Financial Statements. (1a) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true and complete copies Section 3.7 of the Advisor Disclosure Schedule sets forth (i) the audited consolidated balance sheet of such entity and each of its Subsidiaries as of the Advisor for the year ended December 31, 2020, December 31, 2021 and December 31, 2022 2005 and the related audited consolidated statements of operations and income, cash flows of each of such entity and its Subsidiaries members’ equity for each the year then ended, including the notes and schedules thereto, (ii) the unaudited balance sheet of the years Advisor for the year ended December 31, 2004 and the related unaudited statements of income, cash flows and members’ equity for the year then ended, and (iii) the unaudited balance sheet of the Advisor as of March 31, 2006 and the related unaudited statements of income, cash flows and members’ equity for the three months ended March 31, 2006 (collectively, the “Prior Audited Financial Statements”). Each The Financial Statements fairly present, in all material respects, the financial position and results of operations of the Prior Audited Financial Statements Advisor as of their respective dates and for the financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notesrespective periods presented, where applicable) (i) have been prepared from, and are in accordance with, consistent with the books and records of the Company Advisor (which books and its Subsidiaries, (ii) fairly present records are complete and correct in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amountrespects), (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during on a consistent basis through the periods involvedcovered thereby, except in the case of the audited Financial Statements, as described in the notes thereto (and except, in each casethe case of the unaudited Financial Statements, as indicated in such statements or in for the notes theretoabsence of footnotes and subject to year-end adjustments and to any other adjustments described therein). The books and records of financial statements provided by the Company and its Subsidiaries haveAdvisor Parent to the REIT pursuant to Section 5.10 shall, since January 1when so delivered, 2021fairly present, been, and are being, maintained in all material respects respects, the financial position and results of operations of the Advisor as of their respective dates and for the respective periods presented, and shall have been prepared in accordance with GAAP on a consistent basis through the periods covered thereby, except for the absence of footnotes and subject to year-end adjustments and to any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureadjustments described therein.

Financial Statements. (1a) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC GETCO has made available to Purchaser true and complete copies of Knight (i) the audited consolidated balance sheet statements of such entity and each financial condition of its Subsidiaries GETCO as of December 31, 20202009, December 312010 and 2011, 2021 and December 31, 2022 and the related audited consolidated statements of operations income, changes in liabilities subordinated to claims of general creditors, changes in members’ equity and cash flows of each of such entity GETCO and its Subsidiaries for each of the years then ended December 31, 2009, 2010 and 2011 (collectively, the “Prior GETCO Audited Financial Statements”). Each , and (ii) the unaudited consolidated statement of the Prior Audited Financial Statements and the financial statements condition of the Company GETCO and its Subsidiaries included in as of September 30, 2012 and the unaudited consolidated statements of statements of income for the nine-month period ended September 30, 2012 (or incorporated by reference into) collectively, the Company Reports “GETCO Interim Financial Statements” and, together with the GETCO Audited Financial Statements, the “GETCO Financial Statements”). The GETCO Financial Statements (including the related notes, where applicable) (iA) have been prepared from, and are in accordance with, the books and records of the Company GETCO and its Subsidiaries, (iiB) fairly present in all material respects the consolidated results of operations, cash flowsstatements of income, changes in stockholdersliabilities subordinated to claims of general creditors, changes in members’ equity and the consolidated financial position condition of the Company GETCO and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount), (iiiadjustments) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (ivC) have been prepared in accordance with GAAP consistently applied during the periods involvedinvolved (except in the case of unaudited statements for the absence of footnotes and other presentation items), except, in each case, as indicated in such statements or in the notes thereto. The Since January 1, 2009, the books and records of the Company GETCO and its Subsidiaries have, since January 1, 2021, have been, and are being, maintained in a manner necessary to permit preparation of GETCO’s financial statements in all material respects in accordance with GAAP and in accordance, in all materials respects, with any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm As of the Company date of the Original Merger Agreement, PricewaterhouseCoopers LLP has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company GETCO as a result of or in connection with any disagreements with the Company GETCO on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Financial Statements. SiTech shall prepare and deliver to Mentor (1i) Each of Alvarium Investments Limitedannually, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true and complete copies of the audited consolidated balance sheet of such entity and each of its Subsidiaries as of December 31, 2020, December 31, 2021 and December 31, 2022 and the related audited consolidated statements of operations income and cash flows of each of such entity SiTech at and its Subsidiaries for each fiscal year beginning with the year in which the Effective Date occurs and ending with the year immediately prior to the year in which the Option Notice is delivered (the "Financial Statements"); (ii) quarterly, the unaudited balance sheet and related statements of income and cash flows of SiTech for each quarter of each fiscal year beginning with the year in which the Effective Date occurs and ending with the quarterly period next preceding the date of the years then ended Option Notice (the “Prior "Interim Financial Statements"); and (iii) at Mentor's written request, audited Financial Statements for any fiscal year beginning with the year in which the Effective Date occurs and for the period beginning with the beginning of the fiscal year in which the Option Notice is given and ending on the date of the Option Notice (the "Audited Financial Statements”"). Each As of the Prior Audited Closing, the internal books and records of SiTech from which the Financial Statements, the Interim Financial Statements and the financial statements of the Company Audited Financial Statements are prepared will not contain any information which is false or misleading. All Financial Statements, Interim Financial Statements and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) Audited Financial Statements (i) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been will be prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of the Company and its Subsidiaries have, since January 1, 2021, been, and are being, maintained in all material respects records; (ii) will be prepared in accordance with GAAP SiTech's accounting policies and any other applicable legal principles, and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or will be in connection accordance with any disagreements with the Company on a matter of generally accepted accounting principles or practices, consistently applied ("GAAP"); and (iii) will present fairly SiTech's financial statement disclosure or auditing scope or procedureposition and results of operations at the dates and for the periods reflected therein.

Financial Statements. (1) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC The Company has made available to Purchaser true true, correct and complete copies of (a) the audited consolidated balance sheet of such entity and the Amtrol Companies as at each of its Subsidiaries as of December 31, 2020, December 31, 2021 2015 and December 31, 2022 2016 and the related audited statements of income, of stockholders’ equity and of cash flows of the Amtrol Companies for the years ended on such dates, together with the notes thereto and the reports by the independent auditor thereof and (b) the unaudited consolidated balance sheet of the Amtrol Companies as at April 30, 2017 (the “Interim Balance Sheet”; and April 30, 2017 is referred to as the “Balance Sheet Date”) and the related unaudited consolidated statements of operations income and cash flows of each of such entity and its Subsidiaries the Amtrol Companies for each of the years four (4) month period then ended (such audited and unaudited statements, including the related notes and schedules thereto, are referred to herein as the “Prior Audited Financial Statements”). Each Except as set forth in the notes thereto and as disclosed in Schedule 4.6, each of the Prior Audited Financial Statements and the financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have has been prepared in accordance with GAAP as consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of by the Company and its Subsidiaries have, since January 1, 2021, been, and are being, maintained presents fairly in all material respects the financial position, results of operations, stockholders’ equity and cash flows of the Amtrol Companies as at the dates and for the periods indicated therein; provided that, the Financial Statements described in clause (b) are subject to normal year-end adjustments and lack notes and other non-material presentation items the effect of which are not material, individually or in the aggregate, to the financial position or operations of the Amtrol Companies, taken as a whole. The Financial Statements were prepared from, and are consistent with, the accounting records of the Amtrol Company. The Books and Records of the Amtrol Companies have been maintained in accordance with GAAP commercially reasonable business practices and any other applicable legal reflect in all material respects the assets, liabilities and accounting requirements. Since January 1, 2021, no independent public accounting firm transactions of the Company has resigned (or informed Amtrol Companies in a manner sufficient to prepare the Company that it intends to resign) or been dismissed as independent public accountants financial statements of the Company as a result of or Amtrol Companies in connection accordance with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureGAAP.

Financial Statements. Attached hereto as Schedule 4.5 are unaudited balance sheets relating to the System as of each of December 31, 2002, March 31, 2003 and June 30, 2003, and unaudited statements of operations relating to the System for the one-year period, three-month, and six-month period then ended, respectively (1collectively, and with all financial statements after the date hereof to be provided to Buyer pursuant to Section 6.1(c), and with the Additional Unaudited Financial Statements which Sellers are obligated to deliver in Section 6.2(c), (d) Each and (e), and with the Audited Financial Statements prepared pursuant to Section 6.2(c) and (d), the "Financial Statements"). The Financial Statements were prepared or, in the case of Alvarium Investments Limitedall financial statements to be provided to Buyer after the date hereof, Xxxxxxxxx Wealth Management Holdingswill be prepared, LLCin accordance with GAAP applied on a consistent basis except as described therein (in the case of any unaudited financial statements) throughout the periods covered thereby and on a basis consistent with Charter Communications, TIG Trinity GPInc.'s audited consolidated financial statements for the corresponding periods, LLC and TIG Trinity Management, LLC has made available to Purchaser true are (or will be) accurate and complete copies in all material respects and fairly present (or will present) the financial condition and results of operations of the System as of the date and for the periods indicated, subject to normal, immaterial year-end adjustments (in the case of interim financial statements) and the omission of footnotes (in the case of interim financial statements). The Audited Financial Statements, when delivered pursuant to Section 6.2(c) and 6.2(d), will not vary materially from the unaudited financial statements attached as Schedule 4.5 or to be delivered pursuant to this Agreement for the corresponding periods. Sellers have delivered to Buyer the audited consolidated balance sheet of such entity Parent and each of its Subsidiaries subsidiaries as of December 31, 20202002 (the "Parent Balance Sheet"), December 31, 2021 and December 31, 2022 and the related audited consolidated statements of operations operations, changes in member's equity and cash flows of each of such entity and its Subsidiaries for each of the years year then ended (collectively, the “Prior Audited "Parent Financial Statements”"). Each of the Prior Audited The Parent Financial Statements are accurate and the financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (ii) fairly present complete in all material respects and fairly present the consolidated financial condition and results of operations, cash flows, changes in stockholders’ equity and consolidated financial position operations of the Company Parent and its Subsidiaries subsidiaries on a consolidated basis for the respective fiscal periods indicated. There has not been a material and adverse change in the assets, liabilities or as financial condition of the respective dates therein Parent and its subsidiaries on a consolidated basis since December 31, 2002. Parent has no material obligations or liabilities other than those set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount)Parent Balance Sheet, (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or those incurred in the notes thereto. The books and records ordinary course of the Company and its Subsidiaries havebusiness since December 31, since January 12002, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends those to resign) or been dismissed as independent public accountants of the Company as a result of or be incurred in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureVulcan Credit Facility.

Financial Statements. (1) Each Attached to Section 3.6 of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true and complete the Disclosure Schedule are copies of the audited consolidated Company's unaudited (a)(i) balance sheet of such entity and each of its Subsidiaries sheets as of December 31, 2020, 2001 and 2002; (ii) statements of operations for each of the two years in the period ended December 31, 2021 and 2002; (iii) statements of stockholders' equity for each of the two years in the period ended December 31, 2022 2002; and (iv) statements of cash flows for each of the two years in the period ended December 31, 2002, and (b) balance sheet as of March 31, 2003 (the "March 31, 2003 Balance Sheet") and statements of operations for the three months ended March 31, 2003 (the financial statements referred to in clauses (a) and (b) of this paragraph and the related audited consolidated statements accompanying schedules thereto are referred to herein collectively as the "Unaudited Financial Statements"). Except as disclosed on Section 3.6 of the Disclosure Schedule, the Unaudited Financial Statements present fairly, in all material respects, the financial position of the Company as of the respective dates thereof, and the results of operations and cash flows of each of such entity and its Subsidiaries the Company for each of the years then ended (the “Prior Audited Financial Statements”)respective periods indicated, all in conformity with GAAP. Each of the Prior Audited The Unaudited Financial Statements and the financial statements show no obligation of the Company for borrowed money except as a guarantor of the credit facilities of Seller and certain of its Subsidiaries included in (subsidiaries and contain and reflect all necessary adjustments and accruals for a fair presentation of the Company's financial condition. The Unaudited Financial Statements contain and reflect adequate provisions for all reasonably anticipated liabilities for all taxes, with respect to the period then ended and all prior periods. No insolvency proceeding of any character, including, without limitation, bankruptcy, receivership, reorganization, composition, or incorporated by reference into) arrangement with creditors, voluntary or involuntary, affecting the Company Reports (including or any of its assets or properties is pending or, to the related notesknowledge of Seller and the Company, where applicable) (i) have been prepared fromthreatened. Neither the Company nor the Seller has taken any action in contemplation of, and are in accordance withor that would constitute the basis for, the books and records institution of the Company and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in any such statements or in the notes thereto. The books and records of the Company and its Subsidiaries have, since January 1, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureinsolvency proceedings.

Financial Statements. (1) Each of Alvarium Investments LimitedThe Company has previously delivered to the Buyer, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true and complete copies of the its consolidated: (a) audited consolidated balance sheet sheets and statements of such entity income, retained earnings and each of its Subsidiaries cash flows as of and for its fiscal years ended December 31, 20202018, December 31and 2019, 2021 including all applicable footnotes; and December 31, 2022 (b) unaudited interim balance sheets and the related audited consolidated statements of operations income, retained earnings and cash flows as of each of such entity and its Subsidiaries for each of the years then nine month (9)-month period ended September 30, 2020 (the “Prior Audited Current Financial Statements” and, together with the items described in Section 4.07(a) above, the “Financial Statements”). Each of the Prior Audited The Financial Statements and the financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, a manner consistent with the books and records of the Company and its Subsidiaries, (ii) each such Subsidiary and present fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position condition of the Company and each such Subsidiary (on a consolidated basis) as at the end of the covered periods and the results of its Subsidiaries operations and its cash flows for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) covered periods. The Financial Statements have been prepared in accordance with GAAP consistently applied during International Financial Reporting Standards (“IFRS”), on a consistent basis throughout the periods involvedcovered periods, exceptsubject, in each casethe case of the Current Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the year-end Financial Statements). Except as indicated and to the extent disclosed in such statements the Current Financial Statements, neither the Company nor any Subsidiary of the Company has any Liabilities required to be disclosed on the face of a balance sheet prepared in accordance with IFRS, of any type other than (i) executory obligations under agreements by the Company or the Subsidiary that would not be required to be set forth in accordance with IFRS and (ii) Liabilities incurred in the ordinary course of business since September 30, 2020 (the “Financial Statement Date”) and which are not, individually or in the notes theretoaggregate, material in amount. The books and records Except as set forth in the balance sheet of the Current Financial Statements the Company and its Subsidiaries do not have, since January 1and have not incurred, 2021any Indebtedness, beenwhether direct or indirect, fixed or contingent (other than accrued expenses and trade payables and similar Liabilities incurred in the ordinary course of business the Financial Statement Date and which are beingnot, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of individually or in connection with any disagreements with the Company on a matter of accounting principles or practicesaggregate, financial statement disclosure or auditing scope or procedurematerial in amount.)

Financial Statements. (1) Each Section 2.7 of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true the Company Disclosure Schedule includes accurate and complete copies of (a) the unaudited consolidated balance sheet and statements of income, stockholders' equity and cash flows of the Company as of the fiscal quarter ended April 1, 2007, (b) the unaudited consolidated balance sheet and statxxxxxx xx xxxxxx, stockholders' equity and cash flows of the Company as of the fiscal five month period ended May 27, 2007 (the "Balance Sheet Date") and (c) the audited consolidated balance sheet sheets and statements of such entity income, stockholders' equity and each cash flows of its Subsidiaries the Company as of the fiscal years ended December 3125, 2020, December 31, 2021 2005 and December 31, 2022 2006, respectively, and for the fiscal years ended December 25, 2005 and December 31, 2006, respectively. The financial statements referred to in the immediately preceding sentence are sometimes referred to herein as the "Financial Statements," and the related audited consolidated statements of operations and cash flows of each of such entity and its Subsidiaries for each Company's balance sheet as of the years then ended (Balance Sheet Date is referred to herein as the “Prior Audited Financial Statements”)"Balance Sheet". Each of balance sheet included in the Prior Audited Financial Statements and the financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the any related notes, where applicable) (i) have has been prepared from, and are in accordance with, from the books and records of the Company or its Subsidiaries and fairly presents in all Material respects the Company's and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and ' consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or positions as of the respective dates therein set forth (subject its date, and each other statement included in the case of unaudited statements to year-end audit adjustments normal in nature and amount), Financial Statements (iiiincluding any related notes) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have has been prepared in accordance with GAAP consistently applied during from the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of the Company or its Subsidiaries and fairly presents in all Material respects the Company's and its Subsidiaries haveSubsidiaries' consolidated results of operations, since January 1stockholders' equity and cash flows, 2021as the case may be, beenfor the period covered thereby, and are being, maintained in all material respects each case in accordance with GAAP consistently applied, except as otherwise noted thereon and any other applicable legal except that the unaudited Financial Statements referred to in clause (a) above may not contain all the footnotes required by GAAP, and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends are subject to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedurenormal year-end adjustments.

Financial Statements. (1) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true and complete copies Attached hereto as Schedule 3.5 of the audited consolidated balance sheet of such entity and each of its Subsidiaries as of December 31, 2020, December 31, 2021 and December 31, 2022 and Disclosure Schedules are copies of: (a) the related audited consolidated Company’s income statements of operations and cash flows of each of such entity and its Subsidiaries for each of the fiscal years then ended December 26, 2004 and December 25, 2005, excluding however, allocations of expenses incurred by Seller attributable to Company and corporate overhead recorded on the financial statements of Seller for the applicable periods (collectively, the “2004/2005 Statements”); (b) the Company’s income statement for the period of December 26, 2005 through August 20, 2006, excluding however, allocations of expenses incurred by Seller attributable to Company and corporate overhead recorded on the financial statements of Seller for the applicable period (the “Prior Audited 2006 Statement”); and (c) the Company’s balance sheet as August 20, 2006 (the “Balance Sheet” and together with the 2004/2005 Statements and the 2006 Statement, the “Financial Statements”). Each of August 20, 2006 is referred to herein as the Prior Audited “Balance Sheet Date”. The Financial Statements have been prepared on a consistent basis throughout the periods involved and prior periods (except that the 2006 Statement is subject to ordinary year-end adjustments), are complete and correct in all material respects and present fairly, in all material respects, the assets, liabilities and financial statements position of the Company and its Subsidiaries included in (or incorporated by reference into) the results of operations of the Company Reports (including for the related notes, where applicable) (i) have periods covered by such Financial Statements. The Balance Sheet has been prepared from, and are in accordance withwith GAAP (except that it lacks the footnotes required by GAAP and is subject to ordinary year-end adjustments), is complete and correct in all material respects and presents fairly, in all material respects, the assets, liabilities and financial position of the Company as of the Balance Sheet Date. The Financial Statements are consistent with the books and records of the Company (which, in turn, are accurate and its Subsidiaries, (ii) fairly present complete in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amountrespects), (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of the Company and its Subsidiaries have, since January 1, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Financial Statements. The JBG Parties have delivered to Vornado (1i) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true and complete copies a copy of the audited consolidated balance sheet of such entity and each of its Subsidiaries as of December 31, 2020, December 31, 2021 and December 31, 2022 sheets and the related audited consolidated statements of operations and comprehensive income, consolidated statements of changes in partners’ deficit and consolidated statements of cash flows as of each and for the fiscal years ended December 31, 2015, 2014 and 2013 and the unaudited consolidated balance sheet as of such entity March 31, 2016 and its Subsidiaries the related consolidated statements of operations and comprehensive income, consolidated statements of changes in partners’ deficit and consolidated statements of cash flows as of and for each of the years then three months ended March 31, 2016 and 2015 (the “Prior Audited JBG Operating Partners Financial Statements”); (ii) a copy of the audited balance sheet of the JBG/Xxxxxxxxx Retail Properties, LLC and the related statements of operations and comprehensive income, statements of changes in partners’ deficit and statements of cash flows as of and for the fiscal years ended December 31, 2015 and 2014 (the “JBG Retail Financial Statements”); and (iii) the audited combined statements of revenues and expenses from real estate operations of the JBG Included Properties listed on Section 4.6 of the JBG Disclosure Letter for the years ended December 31, 2015, 2014 and 2013 and the unaudited combined statements of revenues and expenses from real estate operations of the JBG Included Properties listed on Section 4.6 of the JBG Disclosure Letter for the three months ended March 31, 2016 (the “3-14 Financial Statements” and together with the JBG Operating Partners Financial Statements and the JBG Retail Financial Statements, collectively, the “JBG Financial Statements”). Each of the Prior Audited The JBG Financial Statements and the financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (ix) have been prepared from, and are in accordance with, from the books and records of the Company JBG Parties and its Subsidiaries, their Subsidiaries (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amountapplicable), (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (ivy) have been prepared in accordance with GAAP consistently applied on a consistent basis during the periods involved, except, in each case, involved (except as may be indicated in such statements or in the notes thereto. The books thereto or, in the case of interim financial statements, for normal and records of the Company and its Subsidiaries have, since January 1, 2021, beenrecurring year-end adjustments), and are being(z) with respect to the JBG Operating Partners Financial Statements, maintained fairly present, in all material respects respects, the financial position and the results of operations of JBG Operating Partners and its Subsidiaries, with respect to the JBG Retail Financial Statements, fairly present, in accordance all material respects, the financial position and the results of operations of JBG/Xxxxxxxxx Retail Properties, LLC and with GAAP respect to the 3-14 Financial Statements, fairly present, in all material respects, the revenues and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm expenses from the real estate operations presented therein as of the Company has resigned times and for the periods referred to therein (or informed subject, in the Company that it intends case of unaudited quarterly financial statements, to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedurenormal year-end adjustments).

Financial Statements. (1) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC The Company has previously made available to Purchaser true and complete copies of (i) the audited consolidated balance sheet sheets of such entity the Company and its Subsidiaries as of March 31, 2011 and 2010 and related consolidated statements of income, changes in stockholders’ equity and cash flows for each of the two years in the two-year period ended March 31, 2011, together with the notes thereto, accompanied by the audit report of the Company’s independent registered public accounting firm, as reported in the Company’s Annual Report on Form 10-K for the year ended March 31, 2011 filed with the SEC, (ii) the unaudited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2020, December 31, 2021 and December 31, 2022 2011 and the related audited consolidated statements of operations and cash flows of each of such entity and its Subsidiaries for each of the years then ended (the “Prior Audited Financial Statements”). Each of the Prior Audited Financial Statements and the financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flowsincome, changes in stockholders’ equity and cash flows for the nine months ended December 31, 2011 and 2010, as reported in the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2011 filed with the SEC and (iii) the unaudited consolidated financial position balance sheets of the Company and its Subsidiaries as of March 31, 2012 and the related consolidated statements of income, changes in stockholders’ equity and cash flows for the respective fiscal periods or as twelve months ended March 31, 2012. Such financial statements were prepared from the books and records of the respective dates therein set forth (subject Company and its Subsidiaries, fairly presented, when filed in the case of unaudited statements to year-end audit adjustments normal (i) and (ii) above, the consolidated financial position of Company and its Subsidiaries in nature each case at and amount), (iii) as applicable, complied, as of their respective the dates indicated and the consolidated results of filing with operations and cash flows of Company and its Subsidiaries for the SECperiods indicated, and, except as otherwise set forth in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect notes thereto, and (iv) have been were prepared in accordance with GAAP consistently applied during throughout the periods involvedcovered thereby; provided, excepthowever, in each case, as indicated in such that the unaudited financial statements for interim periods are subject to normal year-end adjustments (which will not be material individually or in the notes theretoaggregate) and lack footnotes to the extent permitted under applicable regulations. The books and records of the Company and its Subsidiaries have, since January 1, 2021, have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedurerequirements and reflect only actual transactions.

Financial Statements. (1) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true True and complete copies of (i) the audited consolidated balance sheet sheets of such entity and the Company for each of its Subsidiaries the fiscal years ended as of December 31April 30, 20201996 and April 30, December 311997, 2021 and December 31, 2022 and the related audited consolidated statements of income, cash flows and changes in financial position of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon or management letters from the Company's accountants (collectively, the "Financial Statements"), (ii) the unaudited balance sheets of the Company for the fiscal quarter ended July 31, 1997, and the related unaudited statements of income cash flows, and changes in financial positions of the Company for each, together with all related notes and schedules thereto, which statements include all material known adjustments as of the date of such statements, subject to ordinary year-end adjustments which in the aggregate would not be material (collectively referred to herein as the "Interim Financial Statements") and (iii) the schedule of Indebtedness of the Company (the "Debt Schedule") as set forth in Schedule 3.09 of the Disclosure Schedule, as well as an aging of accounts payable, have been delivered by the Company to the Purchaser (including, without limitation, with respect to each debt, (i) the amount, (ii) the scheduled principal payments and (iii) the date of maturity of such instrument) and the Company and its Subsidiaries are current in all their Indebtedness as set forth in the Debt Schedule. The Financial Statements and the Interim Financial Statements (i) were prepared in accordance with the books of account and other financial records of the Company, (ii) present fairly the financial condition, results of operations and cash flows of each of such entity and its Subsidiaries for each of the years then ended (the “Prior Audited Financial Statements”). Each of the Prior Audited Financial Statements and the financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in thereof or for the case of unaudited statements to year-end audit adjustments normal in nature and amount)periods covered thereby, (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during on a basis consistent with the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records past practices of the Company and its Subsidiaries have, since January 1, 2021, been, throughout the periods involved and (iv) include all adjustments that are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm necessary for a fair presentation of the consolidated financial condition of the Company has resigned (or informed and the Company that it intends to resign) or been dismissed as independent public accountants Subsidiaries other than Xxxxx, and the results of the operations and cash flows of the Company and the Subsidiaries other than Xxxxx as a result of the dates thereof or for the periods covered thereby (subject, in connection with any disagreements with the Company on a matter case of accounting principles or practicesInterim Financial Statements, financial statement disclosure or auditing scope or procedureto normal and recurring year-end adjustments).

Financial Statements. (1a) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC The Borrower has made available heretofore furnished to Purchaser true and complete copies of the audited consolidated balance sheet of such entity and each of its Subsidiaries as of December 31, 2020, December 31, 2021 and December 31, 2022 and Lenders (i) the related audited consolidated statements of operations financial condition and cash flows of each of such entity and its Subsidiaries for each of the years then ended (the “Prior Audited Financial Statements”). Each of the Prior Audited Financial Statements and the financial related statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notesincome, where applicable) (i) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flowscomprehensive income, changes in stockholders’ equity and cash flows of BATS as of and for the fiscal year ended December 31, 2012, audited by and accompanied by the opinion of KPMG LLP, independent public accountants, (ii) the condensed consolidated statements of financial position condition of BATS as of March 31, 2013, June 30, 2013 and September 30, 2013 and the related condensed consolidated statements of income and cash flows for the fiscal quarters then ended, certified by a Financial Officer of BATS, (iii) the consolidated statement of financial condition and related statements of operations, changes in members’ equity and cash flows of Direct Edge as of and for the fiscal year ended December 31, 2012, audited by and accompanied by the opinion of PricewaterhouseCoopers LLP, independent public accountants, and (iv) the consolidated statement of financial condition of Direct Edge as of March 31, 2013, June 30, 2013 and September 30, 2013, the related statements of income for the fiscal quarters then ended. Such financial statements fairly present the financial condition and results of operations and cash flows of, in the case of the Company financial statements referred to in clauses (i) and (ii) above, BATS and its Subsidiaries consolidated Subsidiaries, and in the case of the financial statements referred to in clauses (iii) and (iv) above, Direct Edge and its consolidated Subsidiaries, in each case as of such dates and for such periods. Such statements of financial condition and the respective fiscal periods notes thereto disclose all material liabilities, direct or contingent, of, in the case of the financial statements referred to in clauses (i) and (ii) above, BATS and its consolidated Subsidiaries, and in the case of the financial statements referred to in clauses (iii) and (iv) above, Direct Edge and its consolidated Subsidiaries, in each case as of the respective dates therein set forth (subject thereof. Such financial statements were prepared in accordance with GAAP, subject, in the case of unaudited statements financial statements, to year-end audit adjustments normal in nature and amount), (iii) as applicable, complied, as the absence of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of the Company and its Subsidiaries have, since January 1, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedurefootnotes.

Financial Statements. The following financial statements (1collectively, the “Financial Statements”) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available have been delivered to Purchaser true and complete copies of Buyers: (i) the audited consolidated balance sheet of such entity and each of its Subsidiaries as of sheets at December 31, 2020, December 31, 2021 2014 and December 31, 2022 2013 and the related audited consolidated statements of operations and statements of cash flows of each of such entity for the years ended December 31, 2014 and its Subsidiaries for each 2013 of the years then ended Acquired Company (the “Prior Audited Acquired Company Financial Statements”). Each ; (ii) the management prepared combined statements of operations for the years ended December 31, 2015 and December 31, 2014 of the Prior Audited operations comprising the Business (combined and without the Acquired Company) (“Carve-out Financial Statements”); (iii) the management prepared combined internal balance sheet (the “Balance Sheet”) and statement of operations of the Business (other than the Acquired Company) for the three fiscal months ended as of April 1, 2016 (“March 31 Balance Sheet and Statement of Operations”); and (iv) the management prepared combined internal adjusted balance sheet of the Acquired Company as of April 30, 2016 (the “GCA Balance Sheet”). The Balance Sheet and the GCA Balance Sheet are set forth on Section 4.05 of the Disclosure Schedules. The Acquired Company Financial Statements are audited and the financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, with generally accepted accounting principles applicable in the books country of Mexico and records of the Company and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position condition of the Acquired Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein periods presented. The Carve-out Financial Statements and the March 31 Balance Sheet and Statement of Operations, both of which are unaudited, were prepared in accordance with the books of account and other financial records of the General Cable Corporation (“Group Companies”) with respect to the Ignition Wire Harness (IWH) Business. Except as set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations Section 4.05 of the SEC with respect theretoDisclosure Schedules, and the Financial Statements (iva) have been prepared in accordance with GAAP the accounting policies and practices historically used by the Business for internal management financial statements, which policies and practices have been consistently applied throughout the periods covered, and (b) fairly present, in all material respects, the financial position and results of operations of the IWH Business (combined and without the Acquired Company) as at their respective dates for their respective periods. The Financial Statements reflect the financial position and results of operations of the IWH Business (combined and without the Acquired Company) had they been operated on a stand-alone basis during the periods involvedpresented, except, in each case, as indicated in such statements or in the notes thereto. The books and records except for corporate expenses of the Company GCI and its Subsidiaries haveAffiliates in an amount equal to approximately $4,200,000. March 31, since January 1, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of 2016 is referred to herein as the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure“Balance Sheet Date”.

Financial Statements. (1) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true and complete copies the consolidated balance sheets of the audited Company and the Company Subsidiaries and the related consolidated statements of income, operations, changes in shareholders’ equity and cash flows, together with the notes thereto, included in any Company Report filed with the SEC prior to the date of this Agreement, and the unaudited consolidated balance sheet sheets of such entity the Company and each of its the Company Subsidiaries as of December 31September 30, 2020, December 31, 2021 and December 31, 2022 2012 and the related audited consolidated statements of operations operations, changes in shareholders’ equity and cash flows of each of such entity and its Subsidiaries for each of the years then ended period ending September 30, 2012, together with the notes thereto (the “Prior Audited Interim Financials” and, collectively, the “Company Financial Statements”). Each of the Prior Audited Financial Statements and the financial statements of the Company and its Subsidiaries included in , (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (i1) have been prepared from, and are in accordance with, the books and records of the Company and its the Company Subsidiaries, (ii2) fairly present in all material respects to the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of extent filed with the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) as applicableSEC, complied, as of their respective dates date of filing with the SECsuch filing, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv3) have been prepared in accordance with GAAP consistently applied during on a consistent basis and (4) present fairly in all material respects the consolidated financial position of the Company and the Company Subsidiaries at the dates and the consolidated results of operations, changes in shareholders’ equity and cash flows of the Company and the Company Subsidiaries for the periods involved, except, in each case, as indicated in such statements or stated therein (subject to the absence of notes and normal and recurring year-end audit adjustments not material to the financial condition of the Company and the Company Subsidiaries in the notes theretocase of the Interim Financials). The December 31, 2012 Reports of Condition and Income (1) have been prepared from, and are in accordance with, the books and records of the Company Bank, (2) have been prepared in accordance with GAAP applied on a consistent basis and its Subsidiaries have, since January 1, 2021, been, and are being, maintained (3) present fairly in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm the financial position of the Company has resigned (or informed Bank and the Company that it intends to resign) or been dismissed as independent public accountants results of operations, changes in shareholders’ equity and cash flows of the Company as a result Bank for the period stated therein (subject to the absence of or in connection with any disagreements with notes and normal and recurring year-end audit adjustments not material to the Company on a matter financial condition of accounting principles or practices, financial statement disclosure or auditing scope or procedurethe Bank).

Financial Statements. (1a) Each Descriptions of Alvarium Investments Limitedthe Company’s financial accounting policies, Xxxxxxxxx Wealth Management Holdingsstandards, LLCpractices, TIG Trinity GPevaluation rules and estimation techniques with respect to revenue recognition, LLC inventory, recording and TIG Trinity Managementaccrual of expenses, LLC write down of assets, depreciation, and determination of the Company Cash are set forth in Schedule 4.6, each as amended. The Company has made available provided to the Purchaser true true, complete and complete correct copies of its audited financial statements consisting of the audited consolidated balance sheet of such entity the Company as at February 29, 2020 and each of its Subsidiaries as of December 31February 28, 2020, December 31, 2021 and December 31, 2022 2019 and the related audited consolidated statements of operations income and retained earnings, shareholder’s equity and cash flows of each of such entity and its Subsidiaries flow for each of the years then ended (the “Prior Audited Financial Statements”). Each , and unaudited financial statements consisting of the Prior Audited Financial Statements and the financial statements balance sheet of the Company as at August 31, 2020, as amended and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notesstatements of income and retained earnings, where applicable) members’ equity and cash flow for the five-month period then ended (the “Interim Financial Statements” and together with the Audited Financial Statements, the “Company Financial Statements”). The Company Financial Statements (i) have been were prepared from, and are in accordance with, with the books and records of the Company and its Subsidiariesusing the Accounting Principles applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements), (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position condition of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in they were prepared and the case results of unaudited statements to year-end audit adjustments normal in nature and amount)the operations of the Company for the periods indicated, (iii) as applicable, complied, as reflect the effects of their respective dates COVID-19 and COVID-19 Measures on the Company and include adequate provisions to reflect the effects of filing with COVID-19 and COVID-19 Measures on the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretoCompany, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes theretodo not reflect any transactions which are not bona fide transactions. The books and records of the Company and its Subsidiaries have, since January 1, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants balance sheet of the Company as a result of or in connection with any disagreements with February 29, 2020 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company on a matter as of accounting principles or practicesAugust 31 31, financial statement disclosure or auditing scope or procedure2020, is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”.

Financial Statements. (1) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC There has made available been furnished to Purchaser true and complete copies each of the audited consolidated Banks (a) balance sheets of the CJC Business and X.X. Xxxxxxx Company, Inc. as at the Balance Sheet Date, the statements of income (loss) of the CJC Business and the statements of operations of X.X. Xxxxxxx Company, Inc. for, in the case of the CJC Business, the fiscal year then ended, and in the case of X.X. Xxxxxxx Company, Inc., the six-month period then ended, certified by Xxxxxx Xxxxxxxx LLP, (b) balance sheets of the CJC Business and X.X. Xxxxxxx Company, Inc. as at their respective fiscal year end dates for the last three fiscal years prior to the Closing Date, the statements of income (loss) of the CJC Business and the statements of operations of X.X. Xxxxxxx Company, Inc. for the respective fiscal years then ended, certified by Xxxxxx Xxxxxxxx LLP, and (c) an unaudited pro-forma combined balance sheet of such entity the Borrower and each of its Subsidiaries as of December at August 31, 2020, December 31, 2021 and December 31, 2022 1996 after giving effect to the transactions contemplated hereby and the related audited consolidated Acquisitions. Such balance sheets, statements of income (loss) and statements of operations and cash flows of each of such entity and its Subsidiaries for each of the years then ended (the “Prior Audited Financial Statements”). Each of the Prior Audited Financial Statements and the financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books with generally accepted accounting principles in all material respects and records of the Company and its Subsidiaries, (ii) fairly present in all material respects the consolidated financial condition of the CJC Business or, as applicable, X.X. Xxxxxxx Company, Inc., as at the close of business on the date thereof and the results of operations, cash flows, changes in stockholders’ equity and consolidated financial position operations for the applicable fiscal period then ended. There are no contingent liabilities of the Company and its Subsidiaries for businesses of the respective fiscal periods or CJC Business or, as applicable, X.X. Xxxxxxx Company, Inc., acquired pursuant to the Acquisitions, as of such date involving material amounts, known to the officers of the Borrower as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount)Closing Date, (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated which were not disclosed in such statements balance sheets and the notes related thereto or in the notes thereto. The books and records reports of the Company and its Subsidiaries have, since January 1, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureXxxxxx Xxxxxxxx LLP.

Financial Statements. Target has provided to Parent, or will provide to Parent within thirty (130) Each days of Alvarium Investments Limitedthe date of this Agreement, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true and complete copies of (i) the audited consolidated balance sheet of such entity Target and each of its Subsidiaries as of December 31, 20202004, December 31, 2021 and December 31, 2022 and the related audited consolidated statements of operations and cash flows changes in stockholders' equity for the fiscal year then ended, and (ii) the unaudited consolidated balance sheet of each of such entity Target and its Subsidiaries and the related unaudited statements of operations for each of the years then period ended December 31, 2005 (collectively, the “Prior Audited Financial Statements”). Each The Financial Statements (i) have been, or will be, prepared in accordance with generally accepted accounting principles (“GAAP”) on a basis consistent throughout the periods covered thereby; (ii) present, or will present, fairly, in all material respects, the financial condition of Target and its Subsidiaries as of the Prior Audited dates thereof and the results of their operations for the periods then ended; and (iii) are, or will be, consistent with the books and records of Target and its Subsidiaries, which books and records are true, correct and complete in all material respects. For purposes of this Agreement, the “Balance Sheet” means the consolidated balance sheet of Target and its Subsidiaries dated as of December 31, 2005, and the “Balance Sheet Date” means December 31, 2005. All liabilities and obligations, whether absolute, accrued, contingent or otherwise, whether direct or indirect, and whether due or to become due, which existed at the date of such Financial Statements and are required, under GAAP, to be recorded or disclosed in the balance sheets included in the Financial Statements or disclosed in notes to the Financial Statements are, or will be, so recorded or disclosed. Since the Balance Sheet Date there has been no change in the assets or liabilities, or in the business or condition, financial statements or otherwise, or in the results of operations of Target or any of its Subsidiaries, which has had or is reasonably likely to have a Material Adverse Effect. To Target’s knowledge, the Company accounts receivable of Target and its Subsidiaries included in the Balance Sheet are reasonably expected to be collectible substantially in full over a reasonable period subject to reserves for bad debt established therefor and which are reflected in the Financial Statements (by use of Target's or incorporated by its Subsidiaries’ normal collection methods without resort to litigation or reference into) the Company Reports (including the related notesto a collection agency), where applicable) and to Target’s knowledge, (i) have been prepared fromthere do not exist any defenses, counterclaims and set-offs which would materially adversely affect such receivables, and (ii) all such receivables are in accordance with, actual and bona fide receivables representing obligations for the total dollar amount thereof shown on the books and records of the Company Target and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company . Target and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, have performed all obligations in all material respects with applicable accounting requirements and with respect thereto which they were obligated to perform to the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of the Company and its Subsidiaries have, since January 1, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or proceduredate hereof.

Financial Statements. (1) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has The Stockholders have provided or made available to Purchaser true the Buyer (a) the unaudited (after giving effect to the elimination of all inter-company transactions as between the Company and complete copies DiscCo) consolidated balance sheets of the audited consolidated balance sheet of such entity Company and each of its Subsidiaries as of DiscCo (the “Company Balance Sheets”) at December 31, 2020, December 31, 2021 2013 and December 31, 2022 and 2014 (the “Company Annual Balance Sheets”), (b) the related audited consolidated statements of operations and cash flows of each of such entity for the period from January 1, 2013 to December 31, 2013 and its Subsidiaries for each of the years then ended January 1, 2014 to December 31, 2014 (the “Prior Audited Company Annual Income Statements” and together with the Company Annual Balance Sheets, the “Company Annual Financial Statements”), and (c) the unaudited balance sheet and statement of operations of the Company for the nine (9) months ended September 30, 2015 (the “2015 Financial Statements”). Each of the Prior Audited The Company Annual Financial Statements and the financial 2015 Financial Statements are attached as Section 2.7 of the Company Disclosure Schedule. Prior to the Closing Date, the Stockholders will cause the Company to deliver to the Buyer, if required under Regulation S-X, as promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the unaudited consolidated balance sheets and statements of operations of the Company and its Subsidiaries included in DiscCo for the nine (or incorporated by reference into9) months ended September 30, 2015 (collectively, together with the 2015 Financial Statements, the “Interim Financial Statements”). The Company Reports (including Annual Financial Statements and the related notes, where applicable) (i) Interim Financial Statements have been prepared frombeen, and are in accordance withwhen delivered, the books and records of the Company and its Subsidiaries, (ii) will fairly present in all material respects the consolidated financial condition, results of operations, operations and cash flows, changes in stockholders’ equity and consolidated financial position flows of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in thereof and for the case of unaudited statements periods referred to year-end audit adjustments normal in nature and amount), (iii) as applicable, complied, as of their respective dates of filing with therein. To the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations knowledge of the SEC with respect theretoStockholders, the Company Annual Financial Statements and (iv) have been prepared the Interim Financial Statements may be retroactively adjusted to be in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of the Company and its Subsidiaries have, since January 1, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureGAAP.

Financial Statements. (1a) Each Attached to Section 2.3(a) of Alvarium Investments Limitedthe Seller Disclosure Schedule are true, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true correct and complete copies of the audited consolidated following financial statements: (i) Seller’s unaudited balance sheet of such entity and each of its Subsidiaries sheets, as of December 31, 2020, December 31, 2021 2020 and December 31, 2022 2019, and the related audited consolidated Seller’s unaudited statements of operations operations, statements of changes in stockholder’s deficit and statements of cash flows for the years then ended, respectively, and (ii) Seller’s unaudited balance sheet as of March 31, 2021 (the “Base Balance Sheet”, and such date, the “Most Recent Balance Sheet Date”) and statements of operations, changes in stockholders’ deficit and cash flows of each of such entity and its Subsidiaries for each of the years then three month period ended (the “Prior Audited Financial Statements”)March 31, 2021. Each of the Prior Audited Financial Statements and the The unaudited financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (i) have been prepared fromfrom Seller’s Books and Records and in accordance with U.S. GAAP applied on a consistent basis throughout the periods covered thereby, and are in accordance with, the books and records of the Company and its Subsidiaries, (ii) fairly present presents in all material respects the consolidated financial condition and results of operations, cash flows, changes in stockholders’ equity operations of Seller and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or Business as of the respective dates therein set forth dates, and for the periods, indicated thereon, except that (x) the unaudited interim financial statements are subject in the case of unaudited statements to normal year-end audit adjustments normal in nature and amount)adjustments, (iiiy) the unaudited annual and interim financial statements do not contain footnote disclosure and (z) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations set forth on Section 2.3(a) of the SEC Seller Disclosure Schedule. Since the Most Recent Balance Sheet Date, there have been no material changes in the accounting policies of Seller (including any change in depreciation or amortization policies or rates, or policies with respect thereto, to reserves for uncollectible accounts receivable or excess or obsolete inventory) and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements no revaluation of Seller’s properties or in the notes thereto. The books and records of the Company and its Subsidiaries have, since January 1, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureassets.

Financial Statements. The Company has delivered to the Investors on or prior to Closing (1i) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true and complete copies an audited balance sheet of the Company and an audited consolidated balance sheet of such entity and the Beijing Sub each of its Subsidiaries as of dated December 31, 20202003, December 31, 2021 (ii) an audited income statement and December 31, 2022 and the related audited consolidated statements statement of operations and changes in cash flows of each the Company and an audited consolidated income statement and statement of such entity and its Subsidiaries for each changes in cash flows of the years Beijing Sub each for the twelve month period then ended, (iii) an unaudited balance sheet of the Company and an unaudited consolidated balance sheet of the Beijing Sub each dated November 30, 2004, and (iv) an unaudited income statement of the Company and an unaudited consolidated income statement of the Beijing Sub each for the eleven month period then ended (all such financial statements being collectively referred to herein as the “Prior Audited Financial Statements”). Each of the Prior Audited Such Financial Statements and the financial statements of the Company and its Subsidiaries included in (or incorporated by reference intoa) the Company Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, accord with the books and records of the Company and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amountGroup Company(ies), (iiib) as applicableare true, complied, as of their respective dates of filing with correct and complete and present fairly the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations financial condition of the SEC with respect theretoGroup Company(ies) at the date or dates therein indicated and the results of operations for the period or periods therein specified, and (ivc) have been prepared in accordance with GAAP consistently applied during generally accepted accounting principles in Hong Kong (“Hong Kong GAAP”) in respect of the periods involvedCompany’s audited and unaudited financial statements and the Beijing Sub’s audited financial statements, and (d) have been prepared in accordance with generally accepted accounting principles in China (“China GAAP”) in respect of the Beijing Sub’s unaudited financials statements, except, in each case, as indicated in such to the unaudited financial statements or in the notes thereto. The books and records of the Company and its Subsidiaries havethe Beijing Sub, since January 1, 2021, beenfor the omission of notes thereto, and normal year-end audit adjustments. Specifically, but not by way of limitation, the respective balance sheets included in the Financial Statements disclose all of the respective Group Company’s material debts, liabilities and obligations of any nature, whether due or to become due, as of their respective dates (including, without limitation, absolute liabilities, accrued liabilities, and contingent liabilities) to the extent such debts, liabilities and obligations are being, maintained in all material respects required to be disclosed in accordance with Hong Kong GAAP or China GAAP, as applicable, and any other applicable legal each Group Company has good and accounting requirements. Since January 1, 2021, no independent public accounting firm marketable title to all assets set forth on the balance sheets of the Company has resigned (respective Financial Statements, except for such assets as have been spent, sold or informed transferred in the Company that it intends to resign) or been dismissed as independent public accountants ordinary course of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedurebusiness since their respective dates.

Financial Statements. (1) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC The Seller has made available delivered to the Purchaser true and complete copies of the audited consolidated balance sheet of such entity and each of its Subsidiaries as of December 31, 2020, December 31, 2021 and December 31, 2022 and the related audited consolidated statements of operations and cash flows of each of such entity and its Subsidiaries for each of the years then ended (the “Prior Audited Financial Statements”). Each of the Prior Audited Financial Statements and the following financial statements of the Company Company, all of which are attached to this Agreement as Schedule 2.8: (i) audited income statements for the years ended June 30, 2000 and its Subsidiaries included June 30, 2001 and unaudited income statements and statements of cash flow for the nine-month period and quarter ended March 31, 2002; (ii) audited balance sheets as of June 30, 2000 and June 30, 2001 and an unaudited balance sheet as of March 31, 2002 (the "Balance Sheet"); and (iii) a pro forma income statement and cash flow statements for the year ended June 30, 2002 and a pro forma balance sheet as of June 30, 2002. The financial statements referred to in clauses (or incorporated by reference intoi) and (ii) are hereinafter collectively referred to as the Company Reports "Historical Financial Statements", and financial statements referred to in clause (including iii) are collectively referred to as the related notes, where applicable) "Pro forma Financial Statements". The Historical Financial Statements (i) have been prepared fromin conformity with Swiss Accounting Standards consistently applied with prior periods, and are in accordance with, the books and records of the Company and its Subsidiaries, (ii) fairly present in all material respects the consolidated financial condition and results of operationsoperations of the Company as of the dates and for the periods indicated therein. The books of account, cash flowsfinancial data, changes schedules and other records of the Company, including any of the foregoing delivered or made available to the Purchaser or its representatives in stockholders’ equity connection with the transactions contemplated hereby, have been maintained in the ordinary course of business of the Company, and consolidated financial position there are no material misstatements, mistakes or omissions therein, and there have been no transactions involving the Company that properly should have been reflected in the Historical Financial Statements in accordance with such accounting principles that have not been reflected therein. The Balance Sheet accurately reflects all liabilities, obligations and commitments of any nature (whether absolute, accrued, contingent or otherwise and whether matured or unmatured) of the Company, except (a) liabilities, obligations or commitments incurred since the date of the Balance Sheet in the ordinary course of business of the Company and its Subsidiaries consistent with past practice and (b) other liabilities or obligations not required to be shown on a balance sheet prepared in accordance such accounting principles. The Pro forma Financial Statements represent the best estimate by Seller and management of the Company for the respective fiscal periods or operating results and financial condition of the Company for the period and as of the respective dates therein set forth (subject date of the Pro forma Financial Statements, based on reasonable assumptions and taking into account all known trends in the case of unaudited statements to year-end audit adjustments normal in nature Company's business and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of the Company and its Subsidiaries have, since January 1, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureoperations.

Financial Statements. (1a) Each Section 4.5 of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true and complete copies of the Company Disclosure Schedules sets forth the audited consolidated balance sheet of such entity and each of its Subsidiaries as of December 31, 2020, December 31, 2021 and December 31, 2022 and the related audited consolidated statements of operations and cash flows of each of such entity and its Subsidiaries for each of the years then ended (the “Prior Audited Financial Statements”). Each of the Prior Audited Financial Statements and the financial statements of the Company and its Subsidiaries included consisting of consolidated statements of financial position as of December 31 in each of the years 2014, 2015 and 2016 and the related consolidated statements of operations and comprehensive income, changes in shareholders’ equity and cash flows for the years then ended (or incorporated by reference into) the “Audited Financial Statements”), and unaudited consolidated financial statements of the Company Reports (including and its Subsidiaries consisting of a consolidated statement of financial position as of June 30, 2017 and the related notesconsolidated statements of operations and comprehensive income, where applicable) changes in shareholders’ equity and cash flows for the six month period then ended (i) the “Interim Financial Statements” and together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared from, and are in accordance withwith GAAP applied on a consistent basis throughout the periods involved, subject, in the case of the Interim Financial Statements, to normal year-end adjustments and the absence of notes. The Financial Statements are based on the books and records of the Company Company, and its Subsidiaries, (ii) fairly present in all material respects the consolidated financial condition of the Company and its Subsidiaries as of the respective dates they were prepared and the results of operations, cash flows, changes in stockholders’ equity the operations of the Company and its Subsidiaries for the periods indicated. The consolidated statement of financial position of the Company and its Subsidiaries for the respective fiscal periods or as of December 31, 2016 is referred to herein as the respective dates therein set forth (subject in “Balance Sheet” and the case date thereof as the “Balance Sheet Date” and the consolidated statement of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records financial position of the Company and its Subsidiaries haveas of June 30, since January 1, 2021, been, 2017 is referred to herein as the “Interim Balance Sheet” and are being, maintained in all material respects the date thereof as the “Interim Balance Sheet Date.” The Company maintains a standard system of accounting established and administered in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureGAAP.

Financial Statements. Section 3.09 of the Company Disclosure Schedule sets forth (1a)(i) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true and complete copies of the audited consolidated balance sheet sheet, statement of such entity income and each statement of its Subsidiaries cash flows for the Group (excluding the Xiaodu Group Companies) as of and for the fiscal year ended December 31, 20202016 (the “Statement Date”) and (ii) the audited consolidated balance sheet, statement of income and statement of cash flows for the Xiaodu Group as of and for the fiscal year ended on the Statement Date, (b) the unaudited consolidated balance sheet, statement of income and statement of cash flows for the Group as of and for the twelve (12) months ended December 31, 2021 and December 31, 2022 and the related audited consolidated statements of operations and cash flows of each of such entity and its Subsidiaries for each of the years then ended 2017 (the “Prior Audited Unaudited 2017 Financial Statements”), and (c) the unaudited consolidated balance sheet, statement of income and statement of cash flows for the Group as of and for the one month ended January 31, 2018 ((a), (b) and (c) collectively, the “Financial Statements”). Each of When delivered pursuant to Section 7.14, the Prior Audited 2017 Financial Statements and shall be deemed to be included in the financial statements definition of “Financial Statements”. Except as otherwise disclosed in Section 3.09 of the Company and its Subsidiaries included in (or incorporated by reference into) Disclosure Schedule, the Company Reports (including the related notes, where applicable) Financial Statements (i) have been prepared from, and are in accordance with, with the books and records of the Company and its SubsidiariesGroup, (ii) fairly present in all material respects the consolidated financial position, results of operations, operations and cash flows, changes in stockholders’ equity and consolidated financial position flows of the Company and its Subsidiaries for the respective fiscal periods or Group as of the respective dates therein set forth (subject in and for the case of unaudited statements to year-end audit adjustments normal in nature periods presented therein, and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been were prepared in accordance with GAAP consistently the Accounting Standards applied during on a consistent basis throughout the periods involvedpresented. All of the accounts receivable owing to any of the Group Companies, exceptincluding without limitation all accounts receivable set forth on the Financial Statements, in each case, as indicated in such statements or constitute valid and enforceable claims and are current and collectible in the notes thereto. The books and records ordinary course of the Company and its Subsidiaries have, since January 1, 2021, been, and are being, maintained business in all material respects in accordance respects, net of any reserves shown on the Financial Statements (which reserves are adequate). There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with GAAP and respect to any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm accounts receivable of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureGroup Company.

Financial Statements. (1a) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC GETCO has made available to Purchaser true and complete copies of Knight (i) the audited consolidated balance sheet statements of such entity and each financial condition of its Subsidiaries GETCO as of December 31, 20202009, December 312010 and 2011, 2021 and December 31, 2022 and the related audited consolidated statements of operations income, changes in liabilities subordinated to claims of general creditors, changes in members’ equity and cash flows of each of such entity GETCO and its Subsidiaries for each of the years then ended December 31, 2009, 2010 and 2011 (collectively, the “Prior GETCO Audited Financial Statements”). Each , and (ii) the unaudited consolidated statement of the Prior Audited Financial Statements and the financial statements condition of the Company GETCO and its Subsidiaries included in as of September 30, 2012 and the unaudited consolidated statements of statements of income for the nine-month period ended September 30, 2012 (or incorporated by reference into) collectively, the Company Reports “GETCO Interim Financial Statements” and, together with the GETCO Audited Financial Statements, the “GETCO Financial Statements”). The GETCO Financial Statements (including the related notes, where applicable) (iA) have been prepared from, and are in accordance with, the books and records of the Company GETCO and its Subsidiaries, (iiB) fairly present in all material respects the consolidated results of operations, cash flowsstatements of income, changes in stockholdersliabilities subordinated to claims of general creditors, changes in members’ equity and the consolidated financial position condition of the Company GETCO and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount), (iiiadjustments) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (ivC) have been prepared in accordance with GAAP consistently applied during the periods involvedinvolved (except in the case of unaudited statements for the absence of footnotes and other presentation items), except, in each case, as indicated in such statements or in the notes thereto. The Since January 1, 2009, the books and records of the Company GETCO and its Subsidiaries have, since January 1, 2021, have been, and are being, maintained in a manner necessary to permit preparation of GETCO’s financial statements in all material respects in accordance with GAAP and in accordance, in all materials respects, with any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm As of the Company date of this Agreement, PricewaterhouseCoopers LLP has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company GETCO as a result of or in connection with any disagreements with the Company GETCO on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Financial Statements. (1) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC The Company has previously delivered to the Initial Purchaser and TIG Trinity Management, LLC has made available to Purchaser true and complete the Investors copies of (i) the audited consolidated balance sheet of such entity the Company and each of its the Company Subsidiaries as of December 31February 3, 20202002 and February 4, December 31, 2021 and December 31, 2022 2001 and the related audited consolidated statements of operations income statements, changes in stockholders' equity and cash flows for the fiscal years ended February 3, 2002, February 4, 2001 and January 30, 2000, as reported in the Company's Annual Report on Form 10-K for the fiscal year ended February 3, 2002, filed by the Company with the SEC under the Exchange Act, and accompanied by the audit report of each of such entity and its Subsidiaries for each of Ernst & Young LLP, independent public accountants, (collectively, the years then ended (the “Prior "Audited Financial Statements”"). Each of , and (ii) the Prior Audited Financial Statements and the financial statements unaudited consolidated balance sheet of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports Subsidiaries as of August 4, 2002 (including the "Balance Sheet") and the related notesunaudited consolidated income statements and cash flows for the thirteen weeks and twenty-six weeks ended August 4, where applicable) 2002, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended August 4, 2002, filed with the SEC under the Exchange Act (i) have been prepared from, and are in accordance with, the "Unaudited Financial Statements"). The Audited Financial Statements accurately reflect the books and records of the Company and its Subsidiariespresent fairly, (ii) fairly present in all material respects respects, the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company and its the Company Subsidiaries and the consolidated results of their operations and their cash flows for the respective fiscal periods or as of the respective and dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) as applicable, complied, as of their respective dates of filing with the SECcovered thereby, in all material respects conformity with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes theretoGAAP. The Unaudited Financial Statements accurately reflect the books and records of the Company and its Subsidiaries havepresent fairly, since January 1, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1respects, 2021, no independent public accounting firm the consolidated financial position of the Company has resigned and the Company Subsidiaries and the consolidated results of their operations and their cash flows for the period and date covered thereby, in conformity with GAAP, except for changes resulting from year-end adjustments (none of which will be material in amount) and the absence of footnote disclosures thereto. The Company and the Company Subsidiaries have no liabilities or obligations of a type that GAAP would require to be on the Balance Sheet (absolute, accrued, contingent or otherwise) which are not fully reflected or reserved against in the Balance Sheet, except for liabilities and obligations that may have arisen in the ordinary and usual course of business and consistent with past practice since August 4, 2002 and that, individually or in the aggregate, could not reasonably have a Material Adverse Effect. Neither the Company nor any Company Subsidiary is currently a party to any Off-Balance Sheet Arrangement, which is not reflected in the financial statements (or informed the footnotes thereto) referred to in this Section 3.07. During the past three years, the Company that it intends to resign) or been dismissed as independent public accountants has not restated any of its published financial results and the Company as a result is not aware of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedurefacts which may require such restatement.

Financial Statements. (1) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true and complete copies As of the audited consolidated date hereof, SCHEDULE 3.8 contains the following: unaudited balance sheet and statements of such entity income, stockholders' equity and each of its Subsidiaries cash flows as of December 31of, 2020and for the fiscal year ended, December 31, 2021 1997 (the "Historical Unaudited Financial Statements"), audited balance sheets and statements of income, stockholders' equity and cash flows as of, and for the fiscal years ended, December 31, 2022 1998 and 1999, respectively (the related audited consolidated "Historical Audited Financial Statements"), and unaudited balance sheet as of June 30, 2000 and statements of operations income, stockholders' equity and cash flows for the six-months ended June 30, 1999 and 2000 (the "Interim Financial Statements"); SCHEDULE 3.8 also contains unaudited balance sheets and statements of each income, stockholders' equity and cash flows as of such entity and its Subsidiaries for each the period January 1, 2000 through July 31, 2000 (the "Closing Date Financials"). Since July 31, 2000 through the date hereof, there has been no material adverse change in the business, financial condition, assets, liabilities or retained earnings of the years then ended Company, and neither the Company nor the Shareholders know of any such change that is threatened or pending, nor has there been any damage, destruction or loss, whether or not covered by insurance, which could reasonably be anticipated to have a Material Adverse Effect (as defined in Section 10.10 hereof) on the “Prior Audited Company. The materials included and to be included in SCHEDULE 3.8 hereto are sometimes collectively referred to herein as the "Financial Statements”)". Each of the Prior Audited Financial Statements is true, complete and the financial statements of the Company and its Subsidiaries included correct in (or incorporated by reference into) the Company Reports (including the related notesall material respects, where applicable) (i) have been prepared from, and are in accordance with, is consistent with the books and records of the Company and its Subsidiariesis in accordance with GAAP (as defined in Section 10.10 hereof) consistently applied and fairly presents the Company's financial condition, (ii) fairly present in all material respects assets, liabilities and retained earnings as of their respective dates and the consolidated results statements of operationsincome, cash flows, changes in stockholders’ ' equity and consolidated financial position of the Company and its Subsidiaries cash flows for the respective fiscal periods or as of the respective dates therein set forth (related thereto, subject in the case of unaudited statements the Interim Financial Statements and Closing Date Financials, to normal year-end audit adjustments normal and the absence of footnote disclosure. Insofar as the representations set forth in nature and amount)the preceding sentence relate to the Closing Date Financials only, (iii) as applicable, complied, such representations are made as of their respective dates the date of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations delivery of the SEC with respect theretoClosing Date Financials. All material liabilities and obligations, whether accrued, absolute, contingent, direct or indirect, perfected, inchoate, unliquidated or otherwise and (iv) whether due or to become due, which existed as of December 31,1999, June 30, 2000 and July 31, 2000, have been prepared disclosed in accordance with GAAP consistently applied during the periods involvedbalance sheets included in the Historical Unaudited Financial Statements, exceptHistorical Audited Financial Statements, in each casethe Interim Financial Statements and the Closing Date Financials, as indicated in such statements respectively, or in the notes thereto. The books statements of income included or to be included in the Financial Statements do not contain any material items of special or non-recurring income or other income not earned in the ordinary course of business except as expressly specified on SCHEDULE 3.8 as attached hereto on the date hereof. All amounts billed to the Company's customers and records of clients reflected or to be reflected on the Company Financial Statements and its Subsidiaries have, since January 1, 2021, been, SCHEDULE 3.15 hereto are for Business (as defined in Section 10.10 hereof) activities and are being, maintained in all material respects in accordance with GAAP and not for any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedurebusiness.

Financial Statements. (1) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC The Company has previously made available to Purchaser the Purchaser, or indicated the online location of, a copy of its audited financial statements (i) as of and for the fiscal year ended December 31, 2000 and 1999 certified by Xxxxxxxx, Xxxxx & Co. the "Audited 2000 Financials", and (ii) as of and for the six months ended June 30, 2001 (the Audited 2001 Financials") certified by Xxxxxx & Co., and with true and complete copies of each registration statement and proxy statement (including supplements and amendments thereto) filed by the audited consolidated balance sheet Company with the Securities and Exchange Commission (the "SEC") since June 30, 2001 and of such entity and each of its Subsidiaries as of December 31, 2020, December 31, 2021 and December 31, 2022 and the related audited consolidated statements of operations and cash flows of each of such entity and its Subsidiaries following reports filed by the Company with the SEC: the Company's Annual Reports on Form 10-K[SB] for each of the two fiscal years then in the periods ended December 31, 1999, and 2000, and the six months ending June 30, 2001, and all Quarterly Reports on Form 10-QSB and all Current Reports on Form 8-K filed after June 30, 2001 (the “Prior Audited Financial Statements”"SEC Filings"). Each of the Prior Audited The Company Financial Statements and the audited year-end and unaudited interim financial statements of and schedules contained in the Company and its Subsidiaries included in SEC Filings (or incorporated therein by reference intoreference) the Company Reports (including the related notes, where applicable) (i) have been were prepared from, and are in accordance with, with the books and records of the Company and its Subsidiaries, (ii) fairly present in all material respects and were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the consolidated results periods involved, except as otherwise noted therein and except that the unaudited interim financial statements were or are subject to normal year-end and audit adjustments that in the aggregate are not material. Each of operations, cash flows, changes in stockholders’ equity and consolidated the financial statements referred to above fairly presents the financial position of the Company as of the respective dates set forth therein or the results of operations and its Subsidiaries changes in financial position of the Company for the respective fiscal periods or as of the respective dates therein set forth (therein, except that the unaudited interim financial statements were or are subject to normal year-end and audit adjustments that in the aggregate are not material. Each such registration statement, proxy statement and SEC Filing did not, on the date of effectiveness in the case of unaudited such registration statements, on the date of mailing and on the date of any stockholder meetings in the case of such proxy statements and on the date of filing in the case of such SEC Filings, contain any untrue statement of a material fact or omit to year-end audit adjustments normal state a material fact required to be stated therein or necessary to make the statements therein, in nature and amount)light of the circumstances under which they were made, (iii) as applicable, compliednot misleading. Each SEC filing, as of their respective dates the date of filing its filing, complied as to form with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each caseSecurities Exchange Act of 1934, as indicated in such statements or in the notes thereto. The books and records of the Company and its Subsidiaries have, since January 1, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureamended.

Financial Statements. (1Section 3.1(f)(1) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true and complete copies of the Disclosure Schedule contains the audited consolidated balance sheet of such entity and each of its Subsidiaries as of December 31sheets, 2020, December 31, 2021 and December 31, 2022 and the related audited consolidated statements of operations and statements of cash flows of each of such entity and its Subsidiaries for each of the years then ended (the “Prior Audited Financial Statements”). Each ) of the Prior Audited Financial Statements and the financial statements certain of the Company and its the Subsidiaries included in as at and for the annual periods ended December 31, 2019 and 2018. Section 3.1(f)(2) of the Disclosure Schedule contains the unaudited consolidated balance sheets, statements of operations and statements of cash flows (or incorporated by reference intothe “Unaudited Financial Statements”) of certain of the Company Reports and the Subsidiaries as at and for the eight month period ended August 31, 2020. Section 3.1(f)(3) of the Disclosure Schedule contains the proforma consolidated balance sheets, statements of operations and statements of cash flows and Section 3.1(f)(3) of the Disclosure Schedule contains the consolidated, unaudited balance sheets and income statements of Unique Logistics, each as at July 31, 2020 (including the related notes“Proforma Financial Statements”) of certain ofthe Company and the Subsidiaries after giving effect to the transactions contemplated by the Merger Transaction Documents]. The Audited Financial Statements, where applicable) (i) the Unaudited Financial Statements, and the Proforma Financial Statements are hereinafter sometimes collectively referred to as the “Financial Statements.” The Financial Statements have been prepared from, and are in accordance with, from the books and records of the Company and its Subsidiariesthe Subsidiaries and in conformity with GAAP, (ii) fairly present consistently applied, except in all material respects each case as described in the consolidated results notes thereto and as set forth on the Sections of operationsDisclosure Schedules set forth above, cash flowsIn addition, changes in stockholders’ equity and consolidated financial position the Financial Statements of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, thereto as in effect at the time of preparation and (iv) have been prepared fairly present in accordance with GAAP consistently applied during all material respects the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records financial position of the Company and its consolidated Subsidiaries haveas of and for the dates thereof and the results of operations and cash flows for the periods then ended, since January 1subject, 2021in the case of unaudited statements, been, to customary and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureimmaterial year-end audit adjustments.

Financial Statements. (1a) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC The Company has made available delivered to Purchaser true and Buyer (i) complete copies of the Company's audited consolidated balance sheet of such entity and each of its Subsidiaries sheets as of December 31, 20202003 and 2004, and the related statements of operations, stockholders' equity and cash flows for the years ended December 31, 2021 2003 and December 312004, 2022 together with the notes to such financial statements (the "Audited Financial Statements") and (ii) complete copies of the Company's reviewed consolidated balance sheets as of September 30, 2005, the related statements of operation for the nine months ended September 30, 2004 and 2005 and the related audited consolidated statements of operations stockholders' equity and cash flows of each of for the nine months ended September 30, 2005, together with the notes to such entity and its Subsidiaries for each of the years then ended financial statements (the “Prior "Unaudited Financial Statements"). Pursuant to Section 6.12 hereof, the Company has agreed to deliver to Buyer prior to the Closing Date the 2005 Financial Statements (as defined below) and the Management Accounts. The Audited Financial Statements”). Each of , the Prior Audited 2005 Financial Statements Statements, the Unaudited Financial Statements, the Management Accounts and the financial statements Closing Statement of Net Working Capital are collectively referred to herein as the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes"Financial Statements". The Financial Statements, where applicable) if available, (i) are true, correct and complete in all material respects and have been prepared from, and are in accordance with, with the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with U.S. GAAP on a consistent basis throughout the periods indicated therein, provided that the Management Accounts will be prepared on a basis consistent with the Company's past practices and the Closing Statement of Net Working Capital will be prepared based on the Closing Date Balance Sheet, and (iii) except in the case of the Closing Statement of Net Working Capital which fairly present presents, in all material respects respects, the working capital condition of the Company for the periods to which it relates, fairly present, in all material respects, the financial condition and results of operations and, except in the case of the Management Accounts, cash flows of the business of the Company and its Subsidiaries, as of and for the periods to which they relate, subject, in the case of the Unaudited Financial Statements, to normal year-end audit adjustments (which are not, in the aggregate, material to the Group Companies, taken as a whole) and the absence of footnote disclosure. For the purposes hereof, the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position balance sheet of the Company and its Subsidiaries for the respective fiscal periods or as of September 30, 2005, is referred to as the respective dates therein set forth (subject in "Balance Sheet" and September 30, 2005, is referred to as the case "Balance Sheet Date". The books of unaudited statements account and financial records of each Material Group Company and, to year-end audit adjustments normal in nature the Knowledge of the Seller Parties, each Recently Acquired Group Company are true and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, correct in all material respects with applicable accounting requirements and with the published rules and regulations respects. Except as set forth in Section 3.5(a) of the SEC with respect theretoDisclosure Schedule, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records none of the Company and its Subsidiaries haveMaterial Group Companies and, since January 1, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm to the Knowledge of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants Seller Parties, none of the Company as a result of Recently Acquired Group Companies has made any changes in its accounting methods or in connection with any disagreements with principles since the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureBalance Sheet Date.

Financial Statements. (1) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true and complete Complete copies of the Company’s consolidated audited consolidated financial statements consisting of the balance sheet of such entity and each of its Subsidiaries the Company as of at December 31, 20202018, December 3130, 2019 and January 4, 2021 and December 31, 2022 and the related audited consolidated statements of operations income and retained earnings, stockholders’ equity and cash flows of each of such entity and its Subsidiaries flow for each of the years 12-month periods then ended (the “Prior Audited Financial Statements”). Each , and consolidated unaudited financial statements consisting of the Prior Audited Financial Statements and the financial statements balance sheet of the Company as at July 5, 2021 and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notesstatements of income and retained earnings, where applicable) stockholders’ equity and cash flow for the six-month period then ended (ithe “Locked Box Financial Statements” and together with the Audited Financial Statements, the “Financial Statements”) have been delivered to Buyer. The Financial Statements have been prepared from, and are in accordance withwith GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Locked Box Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse in the aggregate) and the absence of notes (the effect of which will not be materially adverse in the aggregate). The Financial Statements are based on the books and records of the Company Company, and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position condition of the Company and its Subsidiaries for the respective fiscal periods or ACFP Companies as of the respective dates therein set forth (subject in they were prepared and the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations results of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during operations of the ACFP Companies for the periods involved, except, in each case, as indicated in such statements or in the notes theretoindicated. The books and records of the Company and its Subsidiaries have, since January 1, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants balance sheet of the Company as a result of or in connection with any disagreements with January 4, 2021, is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company on as of Locked Box Date is referred to herein as the “Locked Box Balance Sheet.” The Company maintains a matter standard system of accounting principles or practices, financial statement disclosure or auditing scope or procedureestablished and administered in accordance with GAAP.

Financial Statements. (1a) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC The Company has made available to Purchaser true and complete the Emdeon Entities the following financial statements, copies of which are attached as Section 3.3(a) of the Company Disclosure Schedule: (i) the audited consolidated balance sheet of such entity and each of its Subsidiaries as of December 31, 2020, December 31, 2021 and December 31, 2022 and the related audited consolidated statements of operations and cash flows of each of such entity and its Subsidiaries for each of the years then ended (the “Prior Audited Financial Statements”). Each of the Prior Audited Financial Statements and the financial statements of the Company and its Subsidiaries included as of December 31, 2008, 2007 and 2006, including the balance sheet and the related statements of operations, statements of changes in members’ equity and statements of cash flows of the Company and its Subsidiaries as of and for the fiscal years then ended, including in each case the notes thereto, together with the report of the independent certified public accounting firm set forth therein (or incorporated by reference intothe “Audited Financial Statements”); and (ii) the unaudited financial statements of the Company Reports and its Subsidiaries as of May 31, 2009 (the “Reference Balance Sheet Date”), including the balance sheet and the related notesstatement of operations and statement of cash flows of the Company and its Subsidiaries as of and for the five (5) month period then ended (such financial statements, where applicablethe “Unaudited Financial Statements”) (i) the Audited Financial Statements and the Unaudited Financial Statements, collectively, the “Financial Statements”). The Financial Statements have been prepared from, and are in accordance withwith GAAP, consistently applied (except, in the case of the Unaudited Financial Statements, for the absence of footnotes (that, if presented, would not differ materially from those included in the Audited Financial Statements) and normal recurring year end adjustments (the effect of which would not reasonably be expected, individually or in the aggregate, to be material)). The Financial Statements fairly present in all material respects the financial position of the Company and its Subsidiaries and the results of operations and changes in financial position and cash flows as of the dates and for the periods specified. The Financial Statements have been prepared in all material respects in accordance with the books and records of the Company and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject . The accounts receivable reflected in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of the Company and its Subsidiaries have, since January 1, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm as of the Company has resigned (Closing represent or informed will represent valid obligations arising from sales actually made or services actually performed by the Company that it intends to resign) or been dismissed as independent public accountants its Subsidiaries in the ordinary course of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedurebusiness.

Financial Statements. (1) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true and complete copies Section 3.05 of the Disclosure Letter sets forth the following financial statements (the “Financial Statements”): (a) the consolidated audited consolidated balance sheet of such entity the Company and each of its Subsidiaries as of December 31, 20202016 and the related statements of operations, stockholder’s equity and cash flows of the Company for the year then ended, including any related notes, schedules and other supplementary information attached thereto, (b) the consolidated audited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2021 and December 31, 2022 2015 and the related audited statements of operations, stockholder’s equity and cash flows of the Company for the year then ended, including any related notes, schedules and other supplementary information attached thereto, and (c) the consolidated unaudited balance sheet of the Company and its Subsidiaries as of September 30, 2017 (such balance sheet, the “Current Balance Sheet”; and such date, the “Balance Sheet Date”) and the related statements of operations, stockholder’s equity and cash flows of the Company for the period covered thereby. Except as set forth in the notes (if any) thereto, the Financial Statements present fairly, in all material respects, the consolidated financial position of the Company as of the respective dates referred to therein, and the consolidated results of operations and cash flows of each of such entity and its Subsidiaries for each the Company, and, the consolidated stockholder’s equity of the years then ended (the “Prior Audited Financial Statements”). Each of the Prior Audited Financial Statements and the financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notesCompany, where applicable) (i) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements referred to year-end audit adjustments normal in nature and amount)therein, (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during in the periods involvedcovered thereby, except, in each case, as indicated in such statements or in the notes thereto. The books and records case of the Company interim and/or unaudited Financial Statements, for the absence of footnotes and its Subsidiaries have, since January 1, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends subject to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedurenormal year-end adjustments.

Financial Statements. (1a) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC The Company has made available previously provided to Purchaser SPAC true and complete copies of (i) the audited consolidated balance sheet sheets and statements of such entity operations, comprehensive loss, convertible preferred shares and each shareholders’ equity (deficit) and cash flows of the Company and its Subsidiaries consolidated subsidiaries as of and for the years ended December 31, 2020, December 31, 2021 2020 and December 31, 2022 2019, together with the auditor’s report thereon (provided that such financial statements shall not be required to include a signed audit opinion, which signed audit opinion shall instead be delivered concurrently with the filing of the Registration Statement with the SEC) (the “Audited Financial Statements”) and (ii) the related audited unaudited consolidated balance sheet and statements of operations operations, comprehensive loss, convertible preferred shares and shareholders’ equity (deficit) and cash flows of each of such entity the Company and its Subsidiaries consolidated subsidiaries as of and for each of the years then nine‑month period ended September 30, 2021 (the “Prior Audited Unaudited Financial Statements”). Each of the Prior Audited The Financial Statements and (i) fairly present in all material respects the consolidated financial statements position of the Company and its Subsidiaries included consolidated subsidiaries, as at the respective dates thereof, and their consolidated results of operations, their consolidated changes in convertible preferred shares and shareholders’ equity (or incorporated by reference intodeficit) and their consolidated cash flows for the Company Reports respective periods then ended (including subject, in the related notescase of the Unaudited Financial Statements, where applicableto normal year‑end adjustments that are not material in the aggregate and the absence of footnotes or inclusion of limited footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods covered (iexcept as may be indicated in the notes thereto and, in the case of the Unaudited Financial Statements, the absence of footnotes or the inclusion of limited footnotes), (iii) have been were prepared from, and are in accordance in all material respects with, the books and records of the Company and its Subsidiariesconsolidated subsidiaries, and (iiiv) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of when delivered by the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject inclusion in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) as applicable, complied, as of their respective dates of Registration Statement for filing with the SECSEC following the date of this Agreement, will comply in all material respects with the applicable provisions of the Exchange Act and the Securities Act and the applicable accounting requirements and with the published other rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, exceptapplicable to a registrant, in each case, as indicated in such statements or in the notes thereto. The books and records effect as of the Company and its Subsidiaries have, since January 1, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedurerespective dates thereof.

Financial Statements. (1i) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC The Company has delivered or made available (for purposes of this section, filings that are publicly available prior to Purchaser the date hereof on the EXXXX system of the Commission under the name of the Company are deemed to have been made available) to the Investor: (i) a true and complete copies copy of the audited Company’s unaudited consolidated balance sheet as of such entity September 30, 2019 (the “Balance Sheet Date”) and each the related unaudited consolidated statements of its Subsidiaries operations, changes in the Company stockholder’s deficit and cash flows for the period then ended and (ii) a true and complete copy of the Company’s audited balance sheet as of December 31, 2020, December 31, 2021 2018 and December 31, 2022 2017 and the related audited consolidated statements of operations operations, changes in the Company stockholder’s deficit and cash flows of each of such entity and its Subsidiaries for each of the years then ended December 31, 2018 and December 31, 2017, prepared in accordance with GAAP, together with the report of Mxxxxx, LLP, the Company’s independent registered public accounting firm (the “Prior Audited Firm”), which has served as the Company’s auditors since the audit of its 2016 financial statements (such statements, including the related notes and schedules thereto, are referred to herein as the “Financial Statements”). Each of the Prior Audited The Financial Statements and the financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect, the books and records of the Company and its SubsidiariesCompany, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, comply in all material respects with applicable accounting requirements and with in the published rules and regulations case of the SEC with respect theretoFinancial Statements; fairly present in all material respects the financial position and the results of operations and cash flows (and changes in financial position, if any) of the Company as of the times and for the periods referred to therein (iv) subject, in the case of unaudited statements, to normally recurring year-end adjustments that are not material either individually or in the aggregate and the absence of footnotes). The Financial Statements have been prepared in accordance with GAAP consistently applied on a consistent basis during the periods involved, except, in each case, involved (except as indicated in such statements or set forth in the notes thereto). The books and records of the Company and its Subsidiaries have, since January 1, 2021, been, and Financial Statements are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements form appropriate for filing with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureCommission.

Financial Statements. (1) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser Schedule 2.6 sets forth true and complete copies of the audited following financial statements (collectively, the “Company Financial Statements”): (a) the consolidated balance sheet sheets of such entity the Company and each of its the Company Subsidiaries as of December 31, 2020, December 312021, 2021 and December 312022, 2022 and the related audited consolidated statements of operations income, changes in shareholders’ equity and cash flows of each of such entity for the fiscal years then ended; and its Subsidiaries for each (b) the consolidated interim balance sheet of the years Company and the Company Subsidiaries as of February 28, 2023 (the “Interim Balance Sheet”) and the related statements of income and changes in shareholders’ equity for the two month period then ended (together with the Interim Balance Sheet, the “Prior Audited Interim Financial Statements”). Each of the Prior Audited The Company Financial Statements are complete and the financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (ii) fairly present correct in all material respects and have been prepared in conformance with GAAP applied on a consistent basis throughout the consolidated results of operations, cash flows, changes periods involved. Each balance sheet (including any related notes) included in stockholders’ equity and the Company Financial Statements presents fairly the consolidated financial position of the Company and its the Company Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth date thereof, and each income statement (subject including any related notes) and statement of cash flow included in the case Company Financial Statements presents fairly the consolidated results of unaudited statements to year-end audit adjustments normal in nature operations and amount)cash flow, (iii) as applicablerespectively, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of the Company and its the Company Subsidiaries havefor the period set forth therein; provided, since January 1however, 2021that (x) the Interim Financial Statements contain all adjustments necessary for a fair presentation, beensubject to normal, recurring year-end adjustments (which adjustments will not be, individually or in the aggregate, material), and are beinglack footnotes, maintained in all material respects in accordance with GAAP and any other applicable legal (y) the Interim Financial Statements do not reflect the adoption or implementation of current expected credit loss (CECL) accounting methodologies. The books, records and accounting requirements. Since January 1, 2021, no independent public accounting firm accounts of the Company has resigned (or informed and each Company Subsidiary accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Company that it intends to resign) or been dismissed as independent public accountants of and the Company Subsidiaries, as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureapplicable.

Financial Statements. Attached hereto as Schedule 4.5 are unaudited balance sheets relating to the System as of each of December 31, 2002, March 31, 2003 and June 30, 2003, and unaudited statements of operations relating to the System for the one-year period, three-month, and six-month period then ended, respectively (1collectively, and with all financial statements after the date hereof to be provided to Buyer pursuant to Section 6.1(c), and with the Additional Unaudited Financial Statements which Sellers are obligated to deliver in Section 6.2(c), (d) Each and (e), and with the Audited Financial Statements prepared pursuant to Section 6.2(c) and (d), the “Financial Statements”). The Financial Statements were prepared or, in the case of Alvarium Investments Limitedall financial statements to be provided to Buyer after the date hereof, Xxxxxxxxx Wealth Management Holdingswill be prepared, LLCin accordance with GAAP applied on a consistent basis except as described therein (in the case of any unaudited financial statements) throughout the periods covered thereby and on a basis consistent with Charter Communications, TIG Trinity GPInc.’s audited consolidated financial statements for the corresponding periods, LLC and TIG Trinity Management, LLC has made available to Purchaser true are (or will be) accurate and complete copies in all material respects and fairly present (or will present) the financial condition and results of operations of the System as of the date and for the periods indicated, subject to normal, immaterial year-end adjustments (in the case of interim financial statements) and the omission of footnotes (in the case of interim financial statements). The Audited Financial Statements, when delivered pursuant to Section 6.2(c) and 6.2(d), will not vary materially from the unaudited financial statements attached as Schedule 4.5 or to be delivered pursuant to this Agreement for the corresponding periods. Sellers have delivered to Buyer the audited consolidated balance sheet of such entity Parent and each of its Subsidiaries subsidiaries as of December 31, 20202002 (the “Parent Balance Sheet”), December 31, 2021 and December 31, 2022 and the related audited consolidated statements of operations operations, changes in member’s equity and cash flows of each of such entity and its Subsidiaries for each of the years year then ended (collectively, the “Prior Audited Parent Financial Statements”). Each of the Prior Audited The Parent Financial Statements are accurate and the financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (ii) fairly present complete in all material respects and fairly present the consolidated financial condition and results of operations, cash flows, changes in stockholders’ equity and consolidated financial position operations of the Company Parent and its Subsidiaries subsidiaries on a consolidated basis for the respective fiscal periods indicated. There has not been a material and adverse change in the assets, liabilities or as financial condition of the respective dates therein Parent and its subsidiaries on a consolidated basis since December 31, 2002. Parent has no material obligations or liabilities other than those set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount)Parent Balance Sheet, (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or those incurred in the notes thereto. The books and records ordinary course of the Company and its Subsidiaries havebusiness since December 31, since January 12002, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends those to resign) or been dismissed as independent public accountants of the Company as a result of or be incurred in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureVulcan Credit Facility.

Financial Statements. Schedule 4.5 of the Company Disclosure Letter sets forth (1a) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true and complete copies of the audited consolidated balance sheet sheets of such entity the Company and each of its Subsidiaries as of December 31, 2020, December 31, 2021 2017 and December 31, 2022 2016 and the related audited consolidated statements statement of operations operations, owners’ equity and cash flows of each of such entity and its Subsidiaries for each of the years then ended (the “Prior Audited Financial Statements”). Each of the Prior Audited Financial Statements and the financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or year ended December 31, 2017 and for the period from May 7, 2016 to December 31, 2016, of the Company’s predecessor and its Subsidiaries for the period from January 1, 2016 to May 6, 2016, and of the Company’s predecessor and its Subsidiaries for the year ended December 31, 2015, and (b) the unaudited consolidated balance sheet of the Company as of June 30, 2018 (the respective dates therein set forth “Last Balance Sheet”) and the unaudited consolidated statement of operations, owners’ equity and cash flows of the Company for the six month period ended June 30, 2018 (subject the financial statements referred to in clauses (a) and (b), collectively, the “Company Financial Statements”). The Company Financial Statements were prepared in accordance with generally accepted accounting principles in the case of unaudited statements to year-end audit adjustments normal United States (“GAAP”) applied on a consistent basis during the period involved (except as may be indicated in nature the Company Financial Statements or the notes thereto) and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, fairly present in all material respects with applicable accounting requirements the financial condition and with the published rules results of operations, changes in stockholders’ equity and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records cash flow of the Company and its Subsidiaries haveor the Company’s predecessor and its Subsidiaries, since January 1as applicable, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm as of the Company has resigned (or informed respective dates and for the respective periods referred to in such financial statements, subject, in the case of the unaudited consolidated financial statements included in the Company that it intends Financial Statements, to resign(i) or been dismissed as independent public accountants the omission of notes thereto and (ii) normal, recurring year-end adjustments. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureCompany.

Financial Statements. (1) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC Purchaser has previously made available to Purchaser true and complete the Company copies of (i) the audited consolidated balance sheet sheets of such entity Purchaser and each of its Subsidiaries as of December 31, 20202011 and 2010 and related consolidated statements of income, stockholders’ equity and comprehensive income and cash flows for each of the three years in the three-year period ended December 31, 2021 and 2011, together with the notes thereto, accompanied by the audit report of Purchaser’s independent registered public accounting firm, as reported in Purchaser’s Annual Report on Form 10-K for the year ended December 31, 2022 2011 filed with the SEC and (ii) the unaudited consolidated balance sheets of Purchaser and its Subsidiaries as of March 31, 2012 and the related audited consolidated statements of income, changes in stockholder’s equity and cash flows for the three months ended March 31, 2012, as reported in Purchaser’s Quarterly Report on Form 10-Q for the three months ended March 31, 2012 filed with the SEC. Such financial statements were prepared from the books and records of Purchaser and its Subsidiaries, fairly presented, when filed, the consolidated financial position of Purchaser and its Subsidiaries in each case at and as of the dates indicated and the consolidated results of operations and cash flows of each of such entity and its Subsidiaries for each of the years then ended (the “Prior Audited Financial Statements”). Each of the Prior Audited Financial Statements and the financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company Purchaser and its Subsidiaries for the respective fiscal periods or indicated, and, except as of the respective dates therein otherwise set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect notes thereto, and (iv) have been were prepared in accordance with GAAP consistently applied during throughout the periods involvedcovered thereby; provided, excepthowever, in each case, as indicated in such that the unaudited financial statements for interim periods are subject to normal year-end adjustments (which will not be material individually or in the notes theretoaggregate) and lack footnotes to the extent permitted under applicable regulations. The books and records of the Company Purchaser and its Subsidiaries have, since January 1, 2021, have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedurerequirements and reflect only actual transactions.

Financial Statements. (1) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser Schedule 2.6 sets forth true and complete copies of the audited following financial statements (collectively, the “Company Financial Statements”): (a) the consolidated balance sheet sheets of such entity the Company and each of its the Company Subsidiaries as of December 31, 20202015, December 312016 and 2017, 2021 and December 31, 2022 and the related audited consolidated statements of operations income, changes in shareholders’ equity and cash flows of each of such entity for the fiscal years then ended; and its Subsidiaries for each (b) the consolidated interim balance sheet of the years Company and the Company Subsidiaries as of March 31, 2018 (the “Interim Balance Sheet”) and the related statements of income and changes in shareholders’ equity for the three month period then ended (together with the Interim Balance Sheet, the “Prior Audited Interim Financial Statements”). Each of the Prior Audited The Company Financial Statements are complete and the financial statements of the Company correct and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, conformance with GAAP applied on a consistent basis throughout the books and records of periods involved. Each balance sheet (including any related notes) included in the Company and its Subsidiaries, (ii) Financial Statements presents fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company and its the Company Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth date thereof, and each income statement (subject including any related notes) and statement of cash flow included in the case Company Financial Statements presents fairly the consolidated results of unaudited statements to year-end audit adjustments normal in nature operations and amount)cash flow, (iii) as applicablerespectively, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of the Company and its the Company Subsidiaries havefor the period set forth therein; provided, since January 1however, 2021that the Interim Financial Statements contain all adjustments necessary for a fair presentation, beensubject to normal, recurring year-end adjustments (which adjustments will not be, individually or in the aggregate, material), and are beinglack footnotes. The books, maintained in all material respects in accordance with GAAP records and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm accounts of the Company has resigned (or informed and each Company Subsidiary accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Company that it intends to resign) or been dismissed as independent public accountants of and the Company Subsidiaries, as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureapplicable.

Financial Statements. (1a) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC HBI has made available furnished to Purchaser TCB true and complete copies of (i) the audited consolidated balance sheet sheets of such entity and each of its Subsidiaries HBI as of December 31, 20202017 and 2018, December 31, 2021 and December 31, 2022 and the related audited consolidated statements of operations income, comprehensive income, changes in shareholders’ equity and cash flows of each HBI for the years ended December 31, 2017 and 2018, and the unaudited consolidated balance sheet of such entity HBI as of June 30, 2019, the unaudited consolidated statements of income and its Subsidiaries changes in shareholders’ equity of HBI for each the six-month period ended June 30, 2019, and (ii) the audited balance sheets of the Bank as of December 31, 2017 and 2018, the audited statements of income, comprehensive income, changes in shareholders’ equity and cash flows of the Bank for the years then ended December 31, 2017 and 2018, and the unaudited balance sheet of the Bank as of June 30, 2019, and the unaudited statements of income and changes in shareholders’ equity of the Bank for the six-month period ended June 30, 2019 (collectively, such financial statements listed in clause (i) and (ii) the “Prior Audited HBI Financial Statements”). Each of the Prior Audited The HBI Financial Statements and the financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or complied as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) as applicable, compliedform, as of their respective dates of filing with the SECdates, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretorequirements, and (iv) have been prepared in accordance with GAAP consistently according to generally accepted accounting principles of the United States (“GAAP”) applied on a consistent basis during the periods involved, except, in each case, and at the dates involved (except as may be indicated in such statements or in the notes thereto. The books ), fairly present, in all material respects, the consolidated financial condition of HBI and records the Bank at the dates thereof and the consolidated results of operations and cash flows for the Company periods then ended (subject, in the case of unaudited statements, to notes and its Subsidiaries have, since January 1, 2021, beennormal year-end adjustments that were not material in amount or effect), and are being, maintained the accounting records underlying the HBI Financial Statements accurately and fairly reflect in all material respects in accordance with GAAP and the transactions of HBI. Except as set forth on Confidential Schedule 3.05(a), the HBI Financial Statements do not contain any items of extraordinary or nonrecurring income or any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm income not earned in the ordinary course of the Company has resigned (or informed the Company that it intends to resign) or been dismissed business except as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureexpressly specified therein.

Financial Statements. (1) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has The Stockholders have provided or made available to Purchaser true the Buyer (a) the unaudited (after giving effect to the elimination of all inter-company transactions as between the Company and complete copies DiscCo) consolidated balance sheets of the audited consolidated balance sheet of such entity Company and each of its Subsidiaries as of DiscCo (the “Company Balance Sheets”) at December 31, 2020, December 31, 2021 2013 and December 31, 2022 and 2014 (the “Company Annual Balance Sheets”), (b) the related audited consolidated statements of operations and cash flows of each of such entity for the period from January 1, 2013 to December 31, 2013 and its Subsidiaries for each of the years then ended January 1, 2014 to December 31, 2014 (the “Prior Audited Company Annual Income Statements” and together with the Company Annual Balance Sheets, the “Company Annual Financial Statements”), and (c) the unaudited balance sheet and statement of operations of the Company for the six (6) months ended June 30, 2015 (the “2015 Financial Statements”). Each of the Prior Audited The Company Annual Financial Statements and the financial 2015 Financial Statements are attached as Section 2.7 of the Company Disclosure Schedule. Prior to the Closing Date, the Stockholders will cause the Company to deliver to the Buyer, if required under Regulation S-X, as promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the unaudited consolidated balance sheets and statements of operations of the Company and its Subsidiaries included in DiscCo for the nine (or incorporated by reference into9) months ended September 30, 2015 (collectively, together with the 2015 Financial Statements, the “Interim Financial Statements”). The Company Reports (including Annual Financial Statements and the related notes, where applicable) (i) Interim Financial Statements have been prepared frombeen, and are in accordance withwhen delivered, the books and records of the Company and its Subsidiaries, (ii) will fairly present in all material respects the consolidated financial condition, results of operations, operations and cash flows, changes in stockholders’ equity and consolidated financial position flows of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in thereof and for the case of unaudited statements periods referred to year-end audit adjustments normal in nature and amount), (iii) as applicable, complied, as of their respective dates of filing with therein. To the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations knowledge of the SEC with respect theretoStockholders, the Company Annual Financial Statements and (iv) have been prepared the Interim Financial Statements may be retroactively adjusted to be in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of the Company and its Subsidiaries have, since January 1, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureGAAP.

Financial Statements. (1) Each Section 2.8 of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser the Seller Disclosure Schedule contains true and complete copies of the audited consolidated balance sheet of such entity and each of its Subsidiaries as of following internally prepared financial statements: (i) unaudited income statement for the fiscal year ended December 31, 20202015, for fiscal year ended December 31, 2014 and unaudited income statement for the period ended January 31, 2016 (the “Most Recent Company Income Statements”), (ii) unaudited balance sheet at December 31, 2015, December 31, 2021 2014 and unaudited balance sheet for the period ended January 31, 2016 (the “Most Recent Company Balance Sheets”), (iii) unaudited statement of stockholders’ equity for the fiscal year ended December 31, 2022 2015, December 31, 2014 and unaudited statement of stockholders’ equity for the related audited consolidated statements of operations and cash flows of each of such entity and its Subsidiaries for each of the years then period ended January 31, 2016 (the “Prior Audited Most Recent Company Statements of Stockholders’ Equity”), and (iv) unaudited cash flow statement for the fiscal year ended December 31, 2015 and unaudited cash flow statement for the period ended January 31, 2016 (the “Most Recent Company Cash Flow Statements”), (the Most Recent Company Income Statements, the Most Recent Company Balance Sheets, the Most Recent Company Statements of Stockholders’ Equity, and the Most Recent Company Cash Flow Statements shall be referred to collectively for the Company as the “Most Recent Company Financial Statements”). Each To Seller’s Knowledge, each of the Prior Audited Most Recent Company Financial Statements and the financial statements of the Company and its Subsidiaries included (including, in (or incorporated by reference into) the Company Reports (including the related noteseach case, where applicableall notes thereto) (ia) have been prepared fromare true, complete and correct, and are in accordance with, the books and records of the Company and its Subsidiaries, (ii) fairly present presented in all material respects the consolidated financial position, results of operations, cash flows, operations and changes in stockholdersshareholders’ equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of the Company and its Subsidiaries have, since January 1, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants cash flows of the Company as a result of at the respective dates thereof and for the respective periods indicated therein (subject to normal and recurring year-end adjustments which were not and are not expected, individually or in connection the aggregate, to have a Material Adverse Effect on the Company), and (b) were prepared internally consistent with any disagreements with past practices of the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.Company. STOCK PURCHASE AGREEMENT – 10

Financial Statements. (1) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC The Seller has made available delivered to Purchaser true and complete the Buyer copies of (a) the audited consolidated unaudited balance sheet of such entity and each of its Subsidiaries as of sheets for the Business at December 31, 20202008, December 31, 2021 2009 and December 31, 2022 2010 and the related audited consolidated statements of operations income and cash flows of each of such entity and its Subsidiaries for each of the years then ended (collectively, the “Prior Audited Financial Statements”) and (b) the unaudited balance sheet for the Business at June 30, 2011 and the related statements of income and cash flows for the six (6) month period then ended (the “Interim Financial Statements”). Each of the Prior Audited The Financial Statements and the financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notespresent fairly, where applicable) (i) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (ii) fairly present in all material respects respects, the consolidated financial position, results of operations, cash flows, changes in stockholders’ member’s equity and consolidated financial position cash flows of the Company Business at the dates and its Subsidiaries for the respective fiscal time periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature indicated and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during applied, subject to the periods involved, exceptabsence of notes. The Interim Financial Statements present fairly, in each caseall material respects, as the financial position, results of operations, member’s equity and cash flows of the Business at the date and for the time period indicated and have been prepared in such statements or in accordance with GAAP, consistent with the notes theretoFinancial Statements, except that the Interim Financial Statements are subject to normal and recurring quarter-end and year-end adjustments and the absence of notes. The normal and recurring quarter-end and year-end adjustments made to the Seller’s 2010 Financial Statements, the March 31, 2011 interim financial statements, and the June 30, 2011 Interim Financial Statements are set forth on Schedule 4.4. The Financial Statements and Interim Financial Statements (a) are derived from the books and records of the Company Business, (b) such books and its Subsidiaries have, since January 1, 2021, been, and records are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm reflective of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants accounts of the Company Business as a result reflected on the trial balances that comprise the Financial Statements and the Interim Financial Statements and (c) are accurately reflected and consolidated into the financial statements of or Global Power. Taking into account the adjusting entries set forth on Schedule 4.4, the unaudited balance sheet of the Business as of December 31, 2010 that is included in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureFinancial Statements is referred to herein as the “Balance Sheet.”

Financial Statements. (1a) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true and complete copies Section 4.7(a) of the audited consolidated balance sheet of such entity Disclosure Schedule contains a complete and each of its Subsidiaries as of December 31, 2020, December 31, 2021 and December 31, 2022 and the related audited consolidated statements of operations and cash flows of each of such entity and its Subsidiaries for each accurate copy of the years then ended (the “Prior Audited Financial Statements”). Each of the Prior Audited Financial Statements and the following financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) collectively, the Company Reports (including the related notes, where applicable) “Financial Statements”): (i) have been prepared fromthe audited consolidated balance sheet and consolidated statements of operations, changes in shareholders’ equity and cash flow as of December 31, 2015 and for the twelve-month period ended December 31, 2015, (ii) the audited consolidated balance sheet and consolidated statements of operations, changes in shareholders’ equity and cash flow as of December 31, 2016 and for the twelve-month period ended December 31, 2016, (iii) the audited consolidated balance sheet and consolidated statements of operations, changes in shareholders’ equity and cash flow as of December 31, 2017 and for the twelve-month period ended December 31, 2017, and (iv) the unaudited consolidated balance sheet of the Company as of March 31, 2018 (the “Balance Sheet”) and consolidated statements of operations, changes in shareholders’ equity and cash flow as of and for the three (3)-month period ended March 31, 2018. The Financial Statements (A) are derived from and in accordance with, with the books and records of the Company and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (ivB) have been prepared in accordance with GAAP consistently (except that such unaudited Financial Statements referred to in clause (iv) do not contain footnotes and are subject to normal recurring year-end audit adjustments, none of which individually or in the aggregate will be material in amount) applied during on a consistent basis throughout the periods involved, except, in indicated and consistent with each case, as other except that may be indicated in such statements or in the notes thereto. The books and records of the Company and its Subsidiaries have, since January 1(C) fairly present, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1respects, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants consolidated financial condition of the Company as a result of the dates therein indicated and the consolidated results of income and cash flows of the Company for the periods therein specified (subject to, in the case of the unaudited Financial Statements referred to in clause (iv), normal recurring year-end audit adjustments, none of which individually or in connection with any disagreements with the Company on a matter aggregate will be material in amount, and the absence of accounting principles or practicesfootnotes), financial statement disclosure or auditing scope or procedureand (D) are complete and accurate in all material respects.

Financial Statements. Included as Section 4.4(a) of the Seller Disclosure Schedule are financial statements of Sellers (1collectively, the “Financial Statements”) Each consisting of Alvarium Investments Limited(i) the reviewed consolidated financial statements (including balance sheets and statements of earnings, Xxxxxxxxx Wealth Management Holdingsshareholders’ equity and cash flows) of AFIC for each of the fiscal years ended June 30, LLC2014, TIG Trinity GP2015, 2016 and 2017 (including the notes contained therein or annexed thereto, if any), which financial statements have been reported on, and are accompanied by Xxxxxxxx, Xxxxxx & Company, independent accountants for the Group Companies for such years, and (ii) the unaudited consolidated financial statements (including balance sheets and statements of earnings, shareholders’ equity and cash flows) of ICC for the six months ended December 31, 2016 and 2017 excluding the Excluded Assets, but for Thunderbird Logistics, LLC and TIG Trinity Management, LLC has made available to Purchaser true and complete copies of the audited consolidated balance sheet of such entity and each of its Subsidiaries included therein as of December 31, 20202017, December 31, 2021 and December 31, 2022 and the related audited consolidated statements of operations and cash flows of each of such entity and its Subsidiaries for each “Recent Balance Sheet”). Also included on Section 4.4(a) of the Seller Disclosure Schedule is the audited financial statement of ICC, by Xxxxxxxxxx, Borschow & Company, for the fiscal years then ended June 30, 2015, 2016 and 2017 (the “Prior Audited ICC Financial Statements”). Each of the Prior Audited The Financial Statements and the financial statements of the Company ICC Financial Statements (A) are correct and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (ii) fairly present complete in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth respects; (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (ivB) have been prepared in accordance with GAAP generally accepted accounting principles in the United States consistently applied during (“GAAP”) throughout the periods involved, except, in each case, as indicated in such statements or in covered thereby; (C) are applied on a basis consistent with past practices (except to the notes thereto. The extent otherwise disclosed therein) and with the books and records of the Company Group Companies; and its Subsidiaries have(D) fairly present the assets, since January 1Liabilities, 2021financial position, been, results of operations and are being, maintained in all material respects in accordance with GAAP cash flows of Sellers as of the dates and for the periods indicated. If any other applicable legal and accounting requirements. Since January 1asset, 2021liability or item of income or expense reflected on the Financial Statements arises out of an allocation to the Business of a portion of any asset, no independent public accounting firm liability or item of income or expense of an Affiliate of AFIC that relates in part to any operation other than the Business, then Section 4.4(a) of the Company has resigned (Seller Disclosure Schedule sets forth such fact, an explanation thereof and the method of calculating the allocation or informed charge. There were no changes in the Company that it intends to resign) method of application of AFIC’s accounting policies or been dismissed as independent public accountants changes in the method of applying AFIC’s use of estimates in the preparation of the Company audited Financial Statements as a result of or in connection with any disagreements compared with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureunaudited Financial Statements.

Financial Statements. The Company has delivered to the Investor (1i) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true and complete copies of the audited consolidated balance sheet of such entity and each of its Subsidiaries as of December 31, 2020, December 31, 2021 and December 31, 2022 and the related audited consolidated statements of operations and cash flows for Missfresh Limited as of each of such entity and its Subsidiaries for each of the years then twelve-month period ended December 31, 2017 and December 31, 2018 (the “Prior Audited Annual Statement Date”), (ii) the unaudited balance sheet (the “Balance Sheet”) and statements of operations and cash flows for Missfresh Limited as of and for the twelve-month period ended December 31, 2019, and (iii) the unaudited Balance Sheet and statements of operations and cash flows for Missfresh Limited as of and for the three-month period ending March 31, 2020 (the “Statement Date”) (collectively, the financial statements referred to in sub-clauses (i) through (iii) above, the “Financial Statements”). Each of the Prior Audited The Financial Statements and the financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (ia) have been prepared from, and are in accordance with, with the books and records of the Company and its SubsidiariesPRC Companies, (iib) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity financial condition and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or PRC Companies as of the respective dates indicated therein set forth (subject and the results of operations and cash flows of the PRC Companies for the periods indicated therein, except in the case of unaudited financial statements to for the omission of notes thereto and normal year-end audit adjustments normal in nature and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothat are not expected to be material, and (ivc) have been were prepared in accordance with GAAP consistently the applicable Accounting Standards applied during on a consistent basis throughout the periods involved. All of the accounts receivable owing to any of the Group Companies, exceptincluding without limitation all accounts receivable set forth on the Financial Statements, in each case, as indicated in such statements or constitute valid and enforceable claims and are current and collectible in the notes thereto. The books ordinary course of business, net of any reserves shown on the Financial Statements (which reserves are adequate and records of were calculated on a basis consistent with the Company and its Subsidiaries have, since January 1, 2021, beenAccounting Standards), and no further goods or services are beingrequired to be provided in order to complete the sales and to entitle the applicable Group Company to collect in full in respect of any such receivables. There are no material contingent or asserted claims, maintained in all material respects in accordance refusals to pay, or other rights of set-off with GAAP and respect to any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm accounts receivable of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureGroup Company.

Financial Statements. (1) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC The Company Stockholder has provided or made available to Purchaser true the Parent (a) the unaudited (after giving effect to the elimination of all inter-company transactions as between the Company and complete copies WRG) consolidated balance sheets of the audited consolidated balance sheet of such entity Company and each of its Subsidiaries as of WRG (the “Company Balance Sheets”) at December 31, 2020, December 31, 2021 2013 and December 31, 2022 and 2014 (the “Company Annual Balance Sheets”), (b) the related audited consolidated statements of operations and cash flows of each of such entity for the period from January 1, 2013 to December 31, 2013 and its Subsidiaries for each of the years then ended January 1, 2014 to December 31, 2014 (the “Prior Audited Company Annual Income Statements” and together with the Company Annual Balance Sheets, the “Company Annual Financial Statements”), and (c) the unaudited balance sheet and statement of operations of the Company for the six (6) months ended June 30, 2015 (the “2015 Financial Statements”). Each of the Prior Audited The Company Annual Financial Statements and the financial 2015 Financial Statements are attached as Section 2.7 of the Company Disclosure Schedule. Prior to the Closing Date, the Company Stockholder will cause the Company to deliver to the Parent, if required under Regulation S-X, as promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the unaudited consolidated balance sheets and statements of operations of the Company and its Subsidiaries included in WRG for the nine (or incorporated by reference into9) months ended September 30, 2015 (collectively, together with the 2015 Financial Statements, the “Interim Financial Statements”). The Company Reports (including Annual Financial Statements and the related notes, where applicable) (i) Interim Financial Statements have been prepared frombeen, and are in accordance withwhen delivered, the books and records of the Company and its Subsidiaries, (ii) will fairly present in all material respects the consolidated financial condition, results of operations, operations and cash flows, changes in stockholders’ equity and consolidated financial position flows of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject thereof and for the periods referred to therein. The Annual Financial Statements are capable of being audited by the Parent Auditors in accordance with Regulation S-X as promulgated under the case of unaudited statements to year-end audit adjustments normal in nature Securities Act, and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, are consistent in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of the Company. To the knowledge of the Company Stockholder, the Company Annual Financial Statements and its Subsidiaries have, since January 1, 2021, been, and are being, maintained in all material respects the Interim Financial Statements may be retroactively adjusted to be in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureGAAP.

Financial Statements. (1a) Each Section 3.5 of Alvarium Investments Limitedthe Company Disclosure Schedules sets forth true, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC complete and TIG Trinity Management, LLC has made available to Purchaser true and complete correct copies of (i) the audited consolidated balance sheet sheets, statements of such entity operations, statements of comprehensive income, statements of stockholders’ equity and each statements of cash flows of Seller and its Subsidiaries as of December 31, 20202017, December 31, 2021 2016 and December 31, 2022 2015, and for the related years then ended, respectively (the balance sheets as of December 31, 2017, the “Most Recent Audited Balance Sheet”), (ii) the unaudited consolidated balance sheet, statement of operations, statement of income, statement of stockholders’ equity and statement of cash flows of Seller and its Subsidiaries as of March 31, 2018 (the “Most Recent Balance Sheet”) and for the three (3)-month period then ended (such balance sheets and statements in clauses (i) and (ii) above are referred to collectively as the “GAAP Financial Statements”), (iii) the audited consolidated balance sheets, statement of operations, statement of members’ equity and statement of cash flows of Caidan Management and MeridianRx as of December 31, 2017, December 31, 2016 and December 31, 2015, and for the years then ended, respectively (the statements of operations each member of the Company Group in this clause (iii), the “Company Group Statements”) and (iv) the audited statements of admitted assets, liabilities, and capital and surplus, revenue and expenses, changes in capital and surplus, and cash flows of each of such entity Meridian Michigan and its Subsidiaries Meridian Illinois as of December 31, 2017, December 31, 2016 and December 31, 2015, and for each of the years then ended ended, respectively (the statements of each of Meridian Michigan and Meridian Illinois as of December 31, 2017, the “Prior Most Recent Audited Statutory Statements”, and such statements in clause (iv) above are referred to collectively as the “Audited Statutory Financial Statements”, and together with the GAAP Financial Statements and the Company Group Statements, collectively, the “Pre-Signing Financial Statements”). Each of the Prior Audited Pre-Signing Financial Statements and fairly presents, in all material respects, the financial statements condition and results of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records operations of the Company Seller and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operationsCaidan Management, cash flowsHoldings, changes in stockholders’ equity MeridianRx, Meridian Michigan and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or Meridian Illinois, as applicable, as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretoindicated, and (iv) have has been prepared in accordance with GAAP consistently applied during the periods involved, except, in each caseand SAP, as indicated in such applicable (except that unaudited interim financial statements or in the notes thereto. The books are subject to year-end adjustments and records of the Company and its Subsidiaries have, since January 1, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or proceduredo not include footnote disclosure).

Financial Statements. Schedule 5.4 contains (1i) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true and complete copies of the audited consolidated balance sheet of such entity and each of its Subsidiaries Company as of December 31, 20202003, the related statements of income, comprehensive income (collectively the “Statement of Income”), members’ equity and cash flows for the year then ended, together with the appropriate notes to such financial statements, accompanied by the report thereon of the Auditors, (ii) the balance sheet of Company dated as of December 31, 2021 and December 312002, 2022 and the related audited consolidated statements of operations income, members’ equity and cash flows of each from period from inception through date of such entity and its Subsidiaries for each statement, together with the appropriate notes to such financial statements, accompanied by the report thereon of the years then ended Rose, Xxxxxx & Xxxxxx LLP (the statements referred to in clauses (i) and (ii) are referred to herein as the “Prior Audited Financial Statements”), and (iii) the unaudited consolidated balance sheet of Company and its Subsidiaries as of June 30, 2004 (the “Interim Balance Sheet Date”) and the related unaudited statement of income for the six (6) months then ended (collectively, the “Unaudited Financial Statements”). Each of Except as disclosed in the Prior notes thereto, the Audited Financial Statements and the financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (i) Unaudited Financial Statements have been prepared from, in conformity with GAAP consistently applied with prior periods and are in accordance with, the books and records of the Company and its Subsidiaries, (ii) fairly present in all material respects the consolidated financial condition and the results of operations, cash flows, changes in stockholdersmembers’ equity and cash flow of Company (and those Subsidiaries that as of the applicable dates were subject to consolidated reporting under GAAP) at the dates of such balance sheets and the results of its operations and cash flows for the respective periods indicated, except that the Unaudited Financial Statements are subject to normal year-end audit adjustments and will not have notes attached thereto. Schedule 5.4 contains a description of all non-audit services performed by the Company’s auditors for the Company and any Subsidiary since the beginning of the immediately preceding fiscal year of the Company and the fees paid for such services. The Company and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial position statements in conformity with generally accepted United States accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The organizational records and minute books of the Company and its Subsidiaries for the respective fiscal periods or as have been maintained substantially in accordance with all applicable Requirements of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature Laws and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, are complete and accurate in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes theretorespects. The Financial books and records and accounts of the Company and its Subsidiaries have, since January 1, 2021, been, and are being, used in the preparation of the Company’s financial statements (x) have been maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company good business practices on a matter of accounting principles or practices, basis consistent with prior years and (y) accurately and fairly reflect the basis for the Company’s consolidated financial statement disclosure or auditing scope or procedurestatements.

Financial Statements. (1) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true and complete Complete copies of the Company's audited consolidated financial statements consisting of the balance sheet of such entity and each of its Subsidiaries the Company as of December 31, 2020, December 31, 2021 31 in each of the years 2016 and December 31, 2022 2017 and the related audited consolidated statements of operations income and retained earnings, members' equity and cash flows of each of such entity and its Subsidiaries flow for each of the years then ended (the “Prior "Audited Financial Statements”"). Each , and unaudited financial statements consisting of the Prior balance sheet of the Company as of March 31, 2018 and the related statements of income and retained earnings, members' equity and cash flow for the three (3)-month period then ended (the "Interim Financial Statements" and together with the Audited Financial Statements, the "Financial Statements") are included in Section 3.05 of the Disclosure Schedules. The Audited Financial Statements and the financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (i) have been prepared fromin accordance with GAAP, and are the Interim Financial Statements have been prepared in accordance withwith past practices applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that are consistent with past practices, in each case, applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Company Company, and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position condition of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in they were prepared and the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations results of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records operations of the Company and its Subsidiaries have, since January 1, 2021, been, and are being, maintained in for the periods indicated. Sellers have made available to Buyer copies of all material respects in accordance with GAAP and any other applicable legal and accounting requirementsletters from the Company's auditors to the Company's management during the three (3) years prior to the date of this Agreement. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants The balance sheet of the Company as a result of or in connection with any disagreements with December 31, 2017 is referred to herein as the "Balance Sheet" and the date thereof as the "Balance Sheet Date" and the balance sheet of the Company on a matter of accounting principles or practicesas March 31, financial statement disclosure or auditing scope or procedure2018 is referred to herein as the "Interim Balance Sheet" and the date thereof as the "Interim Balance Sheet Date".

Financial Statements. The Seller and Shareholder delivered to the Purchaser the following financial statements (1collectively, the “Financial Statements”): (a) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true and complete copies the unaudited balance sheets of the audited consolidated balance sheet of such entity and each of its Subsidiaries Seller as of December 31, 20202014 and 2015 by quarter and as of the Closing Date, December 31the related statements of income and retained earnings for 2014 by quarter and 2015 by quarter and as of the Closing Date, 2021 and December 31, 2022 and the related audited consolidated statements of cash flows for the years 2014 and 2015 and as of the Closing Date. The Financial Statements are accurate and complete in all material respects, have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered (except that the interim financial statements referred to in clause “(a)”of this Section 2.2 do not have notes) and present fairly in all material respects the financial position of the Seller as of the respective dates thereof and the results of operations and cash flows of each the Seller for the periods covered thereby. Seller shall deliver completed Financial Statements for the years 2014, 2015 and through the Closing Date by April 1, 2016. Seller shall be responsible for paying any necessary fees to Seller’s accounting firm for the preparation of such entity and its Subsidiaries for each of the years then ended (the “Prior Audited Financial Statements”). Each of Purchaser will have the Prior Audited Financial Statements and the financial statements of the Company and option, at its Subsidiaries included in (sole expense, to audit or incorporated by reference into) the Company Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in review such statements internally or in the notes thereto. The books and records of the Company and its Subsidiaries have, since January 1, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent retain a public accounting firm to audit or review such statements for the purpose of complying with SEC requirements and Seller will provide full cooperation and access to work papers and support materials as requested for such audit or review. Depending on the Sellers’ Financial Statements, Purchaser may be required to file audited financial statements with the SEC within 74 days of closing. Seller shall also provide Purchaser with the following on or before Closing: contracts with all current customers and suppliers, copies of invoices for each customer for the last 6 months, along with copies of all reports sent to customers on a regular basis, any special invoicing instructions, vendor invoices and contracts, leases, personnel records for all employees being hired, and all documentation for software and systems used in the business. Subject to the mutual consent of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants Parties, some of the Company as aforementioned documents maybe provided at a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedurelater date.

Financial Statements. (1) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC The Seller has made available to Purchaser the Buyer a true and complete copies copy of the following financial statements, in each case, together with the exhibits, schedules and notes thereto (collectively, the “Financial Statements”): (a) the audited consolidated financial statements of the Company (consisting of a balance sheet sheet, statement of such entity income and each comprehensive income, shareholders’ equity and statement of its Subsidiaries as of December 31cash flows) as, 2020, December 31, 2021 at and for the years ended December 31, 2022 and the related audited consolidated statements of operations and cash flows of each of such entity and its Subsidiaries for each of the years then ended December 31, 2021 (the “Prior Audited GAAP Financial Statements”), (b) the unaudited annual statutory financial statements of the Company (consisting of a balance sheet, statement of income and statement of capital and surplus) as, at and for the years ended December 31, 2022 and December 31, 2021, as filed with the BMA (the “Annual Statutory Financial Statements”) and (c) the unaudited quarterly statutory financial statements of the Company (consisting of a balance sheet, statement of income and statement of capital and surplus) as, at and for the quarters ended March 31, 2023 and June 30, 2023, each as filed with the BMA (the “Quarterly Statutory Financial Statements” and, together with the Annual Statutory Financial Statements, the “Statutory Financial Statements”). Each of the Prior Audited The GAAP Financial Statements and the financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, derived from the books and records of the Company and its Subsidiariesprepared in conformity with GAAP, consistently applied (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or except as of the respective dates therein set forth (subject disclosed in the case of unaudited statements to year-end audit adjustments normal in nature notes thereto) and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) Statutory Financial Statements have been prepared in accordance with GAAP Bermuda Accounting Practices, consistently applied during the periods involved, except, in each case, (except as indicated in such statements or disclosed in the notes thereto). The Financial Statements fairly present, in all material respects, in accordance with GAAP or Bermuda Accounting Practices, as applicable, the financial position of the Company as of the date thereof for the respective periods indicated therein, subject, in the case of Statutory Financial Statements, to normal year-end audit adjustments and the absence of full footnote disclosure and normal year-end adjustments. The books and records of the Company (i) have been maintained in accordance with commercially reasonable business practices and its Subsidiaries have(ii) accurately present and reflect, since January 1, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1respects, 2021, no independent public accounting firm the business of the Company has resigned (or informed and all the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or proceduretransactions and actions related thereto.

Financial Statements. (1a The Borrower heretofore has provided to the Lenders (i) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true and complete copies of the audited consolidated balance sheet of such entity and each of its Subsidiaries as of December 31, 2020, December 31, 2021 and December 31, 2022 and the related audited consolidated statements of operations and cash flows of each of such entity and its Subsidiaries for each of the years then ended (the “Prior Audited Financial Statements”). Each of the Prior Audited Financial Statements and the financial statements of the Company and its Subsidiaries included in as of November 30, 1996, and the related consolidated statements of earnings, stockholders' equity and cash flows for the 12-month period ended on that date, audited and reported upon by Deloitte & Touche, independent certified public accountants (or incorporated by reference intothe "Company Audited Financial Statements"), and (ii) the Company Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records consolidated balance sheet of the Company as of August 31, 1997, and its Subsidiaries, (ii) fairly present in all material respects the consolidated results statements of operations, earnings and cash flows, changes in stockholders’ equity and consolidated financial position flows of the Company and its Subsidiaries for the respective fiscal three-month and nine-month periods or as ended on that date, both unaudited, but certified to be true and accurate (subject to normal year-end audit adjustments) by the President and the Chief Financial Officer of the respective dates therein set forth Company (subject the "Company Unaudited Financial Statements"). Those financial statements and reports (subject, in the case of unaudited statements the Company Unaudited Financial Statements, to normal year-end audit adjustments normal in nature adjustments), and amountthe related notes and schedules (if any), (iiia) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been were prepared in accordance with GAAP consistently applied during throughout the respective periods involvedcovered thereby, except, in each case, as indicated in such statements or in (b) present fairly the notes thereto. The books and records consolidated financial condition of the Company and its Subsidiaries haveas of the respective dates thereof, since January 1, 2021, been, and are being, maintained in (c) show all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1liabilities, 2021direct or contingent, no independent public accounting firm of the Company has resigned and its Subsidiaries as of those dates (or informed including, without limitation, liabilities for taxes and material commitments), and (d) present fairly the Company that it intends to resign) or been dismissed as independent public accountants consolidated shareholders' equity, results of operations and cash flows of the Company as a result of or in connection with any disagreements with and its Subsidiaries at the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or proceduredates and for the respective periods covered thereby.

Financial Statements. (1a) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true True and complete copies of (i) the audited unaudited consolidated balance sheet of such entity and each of its Subsidiaries as of December 31, 2020, December 31, 2021 and December 31, 2022 and the related audited consolidated statements of operations and cash flows of each of such entity and its Subsidiaries Company for each of the two fiscal years then ended December 31, 2012 and 2013, and the related unaudited consolidated statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to herein as the “Prior Audited Unaudited Financial Statements”). Each , and (ii) the management accounts of the Prior Audited Group Companies for the period from January 1, 2014 to December 31, 2014 (December 31, 2014 is hereinafter referred to as the “Balance Sheet Date”) (collectively referred to herein as the “Management Accounts” and, collectively with the Unaudited Financial Statements, the “Financial Statements”) have been delivered by the Company to the Purchaser. The Financial Statements and the financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (i) have been were prepared from, and are in accordance with, with the books of account and other financial records of the Company and its SubsidiariesGroup Companies, (ii) present fairly present in all material respects the consolidated financial condition and results of operations, cash flows, changes in stockholders’ equity and consolidated financial position operations of the Company and its Subsidiaries for the respective fiscal periods or Group Companies as of the respective dates therein set forth (subject in thereof and for the case of unaudited statements to year-end audit adjustments normal in nature and amount)periods covered thereby, (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently the Applicable Accounting Standard applied during on a basis consistent with the past practices of the Group Companies, and (iv) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods involvedcovered thereby, exceptclauses (ii), (iii) and (iv) of this sentence being subject, in each case, as indicated in such statements or in the notes thereto. The books and records case of the Company Unaudited Financial Statements, to normal year-end adjustments and its Subsidiaries have, since January 1, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm the absence of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedurenotes.

Financial Statements. (1) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true and complete copies of the audited consolidated balance sheet sheets of such entity the Company and each of its the Company Subsidiaries as of December 31, 2020, December 31, 2021 and December 31, 2022 and the related audited consolidated statements of operations income (loss), statements of shareholders’ equity and comprehensive income (loss) and cash flows of each of such entity flows, together with the notes thereto, for the years ended December 31, 2013, 2014 and its Subsidiaries for each 2015, and the unaudited consolidated balance sheets of the years then Company and the Company Subsidiaries and the related audited consolidated statements of income (loss), statements of shareholders’ equity and comprehensive income (loss) and cash flows, together with the notes thereto, for the three and nine months ended September 30, 2016, all of which have been filed by the Company with the SEC, (collectively, the “Prior Audited Company Financial Statements”). Each of the Prior Audited Financial Statements and the financial statements of the Company and its Subsidiaries included in , (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (i1) have been prepared from, and are in accordance with, the books and records of the Company and its the Company Subsidiaries, (ii2) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) as applicable, complied, as of their respective dates date of filing with the SECsuch filing, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretorequirements, and (iv3) have been prepared in accordance with GAAP consistently applied during on a consistent basis, and (4) present fairly in all material respects the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records consolidated financial position of the Company and its the Company Subsidiaries haveat the dates and the consolidated results of operations, since January 1changes in shareholders’ equity and cash flows of the Company and the Company Subsidiaries for the periods stated therein (except, 2021in the case of unaudited financial statements, been, to normal year-end adjustments and are being, maintained the fact that they do not contain all of the footnotes disclosures required by GAAP). The Bank’s allowance for loan losses is in compliance in all material respects in accordance with GAAP (A) the Bank’s methodology for determining the adequacy of its allowance for loan losses and any other (B) the standards established by applicable legal Governmental Entities and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureFinancial Accounting Standards Board.

Financial Statements. (1a) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC MSC has delivered or made available (for purposes of this section, filings that are publicly available prior to Purchaser the date hereof on the XXXXX system of the SEC under the name of MSC are deemed to have been made available) to SSRG and the Parent: (i) a true and complete copies copy of the audited MSC’s unaudited consolidated balance sheet as of such entity June 30, 2014 (the “Balance Sheet Date”) and each the related unaudited consolidated statements of its Subsidiaries operations, changes in MSC’s stockholder’s deficit and cash flows for the six month periods then ended and (ii) a true and complete copy of MSC’s audited balance sheet as of December 31, 2020, December 31, 2021 2013 and December 31, 2022 2012 and the related audited consolidated statements of operations operations, changes in MSC Stockholder’s deficit and cash flows of each of such entity and its Subsidiaries for each of the years then ended December 31, 2013, December 31, 2012 and January 8, 2008 through December 31, 2013, prepared in accordance with GAAP, together with the report of KBL, LLP, MSC’s independent registered public accounting firm (the “Prior Audited Firm”), which has served as MSC’s auditors since the audit of its 2009 financial statements (such statements, including the related notes and schedules thereto, are referred to herein as the “GAAP Financial Statements”). Each of the Prior Audited The GAAP Financial Statements and the financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect, the books and records of the Company and its SubsidiariesMSC, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, comply in all material respects with applicable accounting requirements and with in the published rules and regulations case of the SEC with respect theretoGAAP Financial Statements; fairly present in all material respects the financial position and the results of operations and cash flows (and changes in financial position, if any) of MSC as of the times and for the periods referred to therein (iv) subject, in the case of unaudited statements, to normally recurring year-end adjustments that are not material either individually or in the aggregate and the absence of footnotes). The GAAP Financial Statements have been prepared in accordance with GAAP consistently applied on a consistent basis during the periods involved, except, in each case, involved (except as indicated in such statements or set forth in the notes thereto). The books and records of the Company and its Subsidiaries have, since January 1, 2021, been, and GAAP Financial Statements are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements form appropriate for filing with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureCommission.

Financial Statements. (1a) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true and complete Complete copies of (i) consolidated audited financial statements consisting of the audited consolidated balance sheets including the Company and its Subsidiaries as of December 31 in each of the years ending 2014 and 2015, the related consolidated statements of operations and income and retained earnings, and cash flows for the years then ended on such dates (each of the foregoing financial statements, including the notes thereto, are referred to collectively as the “Financial Statements”), and (ii) unaudited financial statements that include the consolidated balance sheet of such entity the Company and its Subsidiaries as at June 30, 2016 and September 30, 2016 and the related statements of operations and income and retained earnings and cash flows for the three (3)-month periods then ended (the “Interim Financial Statements” and together with the Financial Statements, the “GAAP Financial Statements”) are set forth in Section 3.6(a) of the Seller Disclosure Schedule. The GAAP Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse). The GAAP Financial Statements are based on the Books and Records of the Company and its Subsidiaries, and fairly present the financial condition of the Company and its Subsidiaries as of the respective dates they were prepared and the results of their operations and their cash flows for each of the periods indicated. The consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2020, December 31, 2021 and December 31, 2022 2015 is referred to herein as the “Balance Sheet” and the related audited consolidated statements of operations and cash flows of each of such entity and its Subsidiaries for each of the years then ended (date thereof as the “Prior Audited Financial Statements”). Each of the Prior Audited Financial Statements Balance Sheet Date” and the financial statements consolidated balance sheet of the Company and its Subsidiaries included in (or incorporated by reference into) as of September 30, 2016 is referred to herein as the Company Reports (including “Interim Balance Sheet” and the related notes, where applicable) (i) have been prepared from, date thereof as the “Interim Balance Sheet Date”. Seller and are in accordance with, the books and records of the Company and its SubsidiariesSubsidiaries maintain a standard system of accounting established and administered in accordance with GAAP. At the Closing Date, (ii) fairly present in all material respects Books and Records required for the consolidated results conduct of operations, cash flows, changes in stockholders’ equity the business and consolidated financial position operations of the Company and its Subsidiaries for as currently conducted will be in the respective fiscal periods or as possession of the respective dates therein set forth (subject in Company or its applicable Subsidiary or otherwise delivered to the case Purchaser. To the knowledge of unaudited statements to year-end audit adjustments normal in nature Seller, the Books and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records Records of the Company and its Subsidiaries have, since January 1, 2021, been, and are being, maintained in all contain no material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureData Input Inaccuracies.

Financial Statements. (1) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC The Company has previously made available to Purchaser true and complete the Investor copies of the audited consolidated balance sheet statements of such entity financial condition of the Company and each of its the Company Subsidiaries as of December 31, 2020, December 31, 2021 2010 and December 31, 2022 2009 and the related audited consolidated statements of operations operations, changes in stockholders’ equity, and cash flows of each of such entity and its Subsidiaries for each of the years then in the three-year period ended December 31, 2010, together with the notes thereto, audited by Sxxxxxx & Company and included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, as filed with the SEC (collectively, the “Prior Audited Company Financial Statements”). Each of the Prior Audited The Company Financial Statements Statements, and the financial statements of to be filed by the Company and its Subsidiaries included in with the SEC after the date of this Agreement, (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (i1) have been or will be prepared from, and are or will be in accordance with, the books and records of the Company and its the Company Subsidiaries, (ii2) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods complied or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) as applicable, compliedwill comply, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv3) have been or will be prepared in accordance with GAAP consistently U.S. generally accepted accounting principles (“GAAP”) applied during on a consistent basis, and (4) present or will present fairly in all material respects the consolidated financial position of the Company and the Company Subsidiaries at the dates set forth therein and the consolidated results of operations, changes in stockholders’ equity and cash flows of the Company and the Company Subsidiaries for the periods involved, except, in each case, as indicated in such statements or stated therein (subject to the absence of notes and year-end audit adjustments in the notes theretocase of interim unaudited statements). The books and records of the Company and its the Company Subsidiaries have, since January 1, 2021, in all material respects have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirementsrequirements and reflect only actual transactions. Since January 1, 2021, no independent public accounting firm of the Sxxxxxx & Company has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Financial Statements. The Borrower heretofore has provided to the Lenders (1i) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true and complete copies of the audited consolidated balance sheet of such entity the Borrower and each of its Subsidiaries as of December 31November 30, 20202002, December 31, 2021 and December 31, 2022 and the related audited consolidated statements of operations earnings, stockholders’ equity and cash flows of each of such entity for the 12-month period ended on that date, audited and its Subsidiaries for each of the years then ended reported upon by Deloitte & Touche, independent certified public accountants (the “Prior Borrower Audited Financial Statements”). Each of the Prior Audited Financial Statements and the financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position balance sheet of the Company Borrower as of February 28, 2003, and the consolidated statements of earnings and cash flows of the Borrower and its Subsidiaries for the respective fiscal periods or as three-month period ended on that date, unaudited but certified to be true and accurate (subject to normal year-end audit adjustments) by the President and an Authorized Financial Officer of the respective dates therein set forth Borrower (subject the “Borrower Unaudited Financial Statements”). Those financial statements and reports (subject, in the case of unaudited statements the Borrower Unaudited Financial Statements, to normal year-end audit adjustments normal in nature adjustments), and amountthe related notes and schedules (if any), (iiia) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been were prepared in accordance with GAAP consistently applied during throughout the periods involvedperiod covered thereby, except, in each case, as indicated in such statements or in (b) present fairly the notes thereto. The books and records consolidated financial condition of the Company Borrower and its Subsidiaries haveas of the date thereof, since January 1(c) show all material liabilities, 2021direct or contingent, beenof the Borrower and its Subsidiaries as of that date (including, without limitation, liabilities for taxes and material commitments), and are being(d) present fairly the consolidated shareholders’ equity, maintained in all material respects in accordance with GAAP results of operations and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm cash flows of the Company has resigned (or informed Borrower and its Subsidiaries at the Company that it intends to resign) or been dismissed as independent public accountants of date and for the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureperiod covered thereby.

Financial Statements. (1) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC The Seller has made available previously delivered to Purchaser true and complete the Buyer copies of the audited consolidated balance sheet of such entity and each of its Subsidiaries Parent's financial statements as of and for the accounting periods ended December 31, 20201994 and 1995 (the "Year End Statements") and Quarterly Financials and Monthly Financials for accounting periods ending prior to the date hereof. The Year End Statements and Quarterly Statements (collectively, December 31the "Seller Financials") are, 2021 and December 31, 2022 and in the related audited consolidated statements of operations and cash flows of each of such entity and its Subsidiaries for each case of the years then ended (the “Prior Audited Financial Statements”). Each of the Prior Audited Financial Statements and the financial statements of the Company and its Subsidiaries included in (Quarterly Interim Financials or incorporated by reference into) the Company Reports (including the related notesYear-End 1996 Financials will be, where applicable) (i) have been prepared from, and are in accordance with, consistent with the books and records of Parent and the Company Seller, as the case may be, which, in turn, are, and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to yearthe Quarterly Interim Financials or Year-end audit adjustments normal in nature End 1996 Financials will be, accurate and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, complete in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretorespects, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, (except, in each casethe case of the Quarterly Financials and Quarterly Interim Financials for absence of footnotes and normal year-end adjustments, as indicated in such which adjustments will not be material and the absence of statements of cash flow and stockholders' equity) and fairly present the assets, Liabilities and financial condition of the Parent or Seller at the dates specified and the results of their operations for the periods then ended. As of the date of the most recent balance sheet of the Seller included in the notes theretoSeller Financials, the Seller had no liabilities or obligations of any kind or nature, fixed or contingent, matured or unmatured, which are not reflected or fully reserved against on such balance sheet to the extent required by GAAP. The Monthly Financials are and in the case of the Monthly Interim Financials will be, prepared in good faith by the Seller based upon the books and records of the Company and its Subsidiaries have, since January 1, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureSeller.

Financial Statements. (1a) Each The following financial statements are attached as Section 2.3(a) of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true and complete copies of the Disclosure Schedule: (i) the audited consolidated balance sheet financial statements of such entity and each of its Subsidiaries the Company as of December 31, 20202011 and 2010, including the balance sheet and the related statements of operations, statements of changes in shareholders' equity and statements of cash flows of the Company as of and for the fiscal years then ended, including in each case the notes thereto, together with the report of the independent certified public accounting firm set forth therein (the “Audited Financial Statements” the balance sheet of the Company as of December 31, 2021 2011, the “Reference Balance Sheet” the date of the Reference Balance Sheet, the “Reference Balance Sheet Date”); and December (ii) the unaudited financial statements of the Company as of May 31, 2022 2012, including the unaudited balance sheet and the related audited consolidated statements unaudited statement of operations and statement of cash flows of each the Company as of such entity and its Subsidiaries for each of the years five (5) month period then ended (such financial statements, the “Prior Unaudited Financial Statements”) (the Audited Financial Statements and the Unaudited Financial Statements, collectively, the “Financial Statements”). Each of the Prior Audited The Financial Statements and the financial statements of the Company and its Subsidiaries included have been prepared in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) accordance with (i) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (ii) GAAP consistently applied (except, in the case of the Unaudited Financial Statements, for the absence of footnotes (that, if presented, would not differ materially from those included in the Audited Financial Statements) and normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material)). The Financial Statements fairly present in all material respects the consolidated financial position, results of operations, operations and cash flows, changes in stockholders’ equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of the Company and its Subsidiaries have, since January 1, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants flows of the Company as a result of the dates and for the periods specified. The Company has made and maintained (and delivered to Parent) true, correct and complete books and records and accounts, which have been maintained in accordance with applicable Legal Requirements and sound business practices in all material respects. Notwithstanding the foregoing, the Company makes no representations regarding the amounts of or in connection with any disagreements with limitations on the Company on a matter use of accounting principles its net operating losses, capital losses, tax credits or practices, financial statement disclosure or auditing scope or proceduresimilar items.

Financial Statements. The Company has filed with the Securities and Exchange Commission the following financial statements: (1i) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true and complete copies of the audited a consolidated balance sheet of such entity and each of its Subsidiaries as of December 31, 2020, December 31, 2021 and December 31, 2022 and the related audited consolidated statements of operations and cash flows of each of such entity and its Subsidiaries for each of the years then ended (the “Prior Audited Financial Statements”). Each of the Prior Audited Financial Statements and the financial statements of the Company and its Subsidiaries included as at December 31 in (or incorporated by reference into) each of the Company Reports (including the related notesyears 2008 to 2010, where applicable) (i) have been prepared frominclusive, and are in accordance withconsolidated statements of income, the books and records of the Company and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholdersshareholders’ equity and consolidated financial position cash flows of the Company and its Subsidiaries for each such year, all reported on by Deloitte & Touche LLP or other independent public accountants of recognized national standing selected by the respective fiscal periods or as Company; and (ii) a consolidated balance sheet of the respective dates therein set forth Company and its Subsidiaries as at December 31 in each of the years 2009 and 2010 and consolidated statements of income, shareholders’ equity and cash flows for the 12-month period ended on each such date, prepared by the Company. Such financial statements (subject in the case of unaudited statements to year-end audit adjustments normal in nature including any related schedules and/or notes) are true and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, correct in all material respects with applicable accounting requirements (subject, as to interim statements, to changes resulting from audits and with the published rules and regulations of the SEC with respect theretoyear-end adjustments), and (iv) have been prepared in accordance with GAAP generally accepted accounting principles consistently applied during followed throughout the periods involvedinvolved and show all liabilities, exceptdirect and contingent, in each case, as indicated in such statements or in the notes thereto. The books and records of the Company and its Subsidiaries have, since January 1, 2021, been, and are being, maintained in all material respects required to be shown in accordance with GAAP and any other applicable legal and accounting requirementssuch principles. Since January 1, 2021, no independent public accounting firm The balance sheets fairly present the condition of the Company has resigned (or informed and its Subsidiaries as at the Company that it intends to resign) or been dismissed as independent public accountants dates thereof, and the statements of income, shareholders’ equity and cash flows fairly present the results of the operations of the Company and its Subsidiaries and their cash flows for the periods indicated. There has been no material adverse change in the business, property or assets, condition (financial or otherwise), operations or prospects of the Company and its Subsidiaries taken as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practiceswhole since December 31, financial statement disclosure or auditing scope or procedure2010.

Financial Statements. (1) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true and complete copies Section 4.15 of the Disclosure Schedule sets forth the audited consolidated balance sheet of such entity and each CNE dated __________ __, 200__ (the "Balance Sheet Date"); the unaudited balance sheet of its Subsidiaries as CNE dated __________ ___, 2005; the audited income statement of December 31CNE for the period ended __________ ___, 2020, December 31, 2021 and December 31, 2022 200__ and the related audited consolidated unaudited income statement of CNE for the period ended __________ ___, 2005 (all such financial statements of operations and cash flows of each of such entity and its Subsidiaries for each of being collectively referred to herein as the years then ended (the “Prior Audited "Financial Statements”"). Each of the Prior Audited Such Financial Statements and the financial statements of the Company and its Subsidiaries included in (or incorporated by reference intoa) the Company Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, with the books and records of the Company and its SubsidiariesCNE, (iib) fairly present are true, correct and complete in all material respects and present fairly the consolidated financial condition of CNE at the date or dates therein indicated and the results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company and its Subsidiaries operations for the respective fiscal period or periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretospecified, and (ivc) have been prepared in accordance with GAAP consistently generally accepted accounting principles applied during on a consistent basis, except as to the periods involvedunaudited financial statements, exceptfor the omission of notes thereto and normal year-end audit adjustments. Specifically, in each casebut not by way of limitation, the respective balance sheets of the Financial Statements disclose all of CNE's material debts, liabilities and obligations of any nature, whether due or to become due, as indicated in such statements or in the notes thereto. The books and records of the Company and its Subsidiaries havetheir respective dates (including, since January 1without limitation, 2021absolute liabilities, beenaccrued liabilities, and contingent liabilities) to the extent such debts, liabilities and obligations are being, maintained in all material respects required to be disclosed in accordance with GAAP generally accepted accounting principles. CNE has good and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm marketable title to all assets set forth on the balance sheets of the Company has resigned (Financial Statements, except for such assets as have been spent, sold or informed transferred in the Company that it intends to resign) or been dismissed as independent public accountants ordinary course of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedurebusiness since their respective dates.

Financial Statements. (1) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made Acquiree will provide or make available to Purchaser true and complete copies of the Acquiror prior to the Closing (a) the audited consolidated balance sheet of such entity and each of its Subsidiaries as of wholly owned direct operating subsidiary Symbid B.V. (the “Symbid Balance Sheet”) at December 31, 2020, 2012 (December 31, 2021 and December 312012 hereinafter defined as the “Symbid Balance Sheet Date”), 2022 and the related audited consolidated statements of operations and cash flows of each of such entity and its Subsidiaries for each of the years then ended period from March 29, 2011 (inception) through December 31, 2012 (the “Prior Audited Symbid Year-End Financial Statements”) and (b) the unaudited balance sheet of Symbid B.V. (the “Symbid Interim Balance Sheet”) at September 30, 2012 (the “Symbid Interim Balance Sheet Date”) and the related statements of operations and cash flows for the nine months ended September 30, 2013 and 2012 (the “Symbid Interim Financial Statements”) and together with Symbid Balance Sheet and the Symbid Year-End Financial Statements (the “Symbid Financial Statements”). Each of the Prior Audited The Symbid Financial Statements and the financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance withwith United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered thereby, the books and records of the Company and its Subsidiaries, (ii) fairly present in all material respects the consolidated financial condition, results of operations, operations and cash flows, changes in stockholders’ equity and consolidated financial position flows of the Company Symbid B.V. and its Subsidiaries for the respective fiscal periods or on a consolidated basis, as of the respective dates therein set forth (subject in thereof and for the case of unaudited statements periods referred to year-end audit adjustments normal in nature and amount)therein, (iii) comply as applicable, complied, as of their respective dates of filing to form with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC for inclusion of such Symbid Financial Statements in the Acquiror’s filings with respect theretothe SEC as required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (iv) have been prepared are consistent in accordance all material respects with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of the Company and its Subsidiaries have, since January 1, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureAcquiree.

Financial Statements. (1) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true and complete copies of the The audited consolidated balance sheet sheets of such entity the Company and its Subsidiaries as of June 25, 2010, June 26, 2009 and June 27, 2008 and the related consolidated statements of income, stockholders’ equity and cash flows for each of the years ended June 25, 2010, June 26, 2009 and June 27, 2008, together with the notes thereto, reported on by Xxxxx Xxxxxxxx LLP and included in the Company’s Annual Reports on Form 10-K for the fiscal years ended June 25, 2010, June 26, 2009 and June 27, 2008 (the “Company 10-Ks”), as filed with the U.S. Securities and Exchange Commission (the “SEC”), and the unaudited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 20202010 and related consolidated statements of income and cash flows for the three and six months then ended, included in the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2021 and December 31, 2022 and the related audited consolidated statements of operations and cash flows of each of such entity and its Subsidiaries for each of the years then ended 2010 (the “Prior Audited Company 10-Q” and collectively with the Company 10­Ks, the “Company Financial Statements”). Each of the Prior Audited Financial Statements and the financial statements of the Company and its Subsidiaries included in , (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (i1) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (ii2) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or complied as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) as applicable, compliedform, as of their respective dates date of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv3) have been prepared in accordance with GAAP consistently applied during on a consistent basis and (4) present fairly in all material respects the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records consolidated financial position of the Company and its Subsidiaries haveat the dates set forth therein and the consolidated results of operations, since January 1, 2021, been, changes in stockholders’ equity and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm cash flows of the Company has resigned (or informed and its Subsidiaries for the periods stated therein. Neither the Company nor its Subsidiaries has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long term leases or unusual forward or long term commitments, interest rate or foreign currency swap or exchange transaction or other obligation including in respect of derivatives, that it intends to resign) or been dismissed as independent public accountants of are not reflected in the Company as a result Financial Statements. During the period from June 25, 2010 to and including the date hereof, there has been no disposition other than in the ordinary course of or in connection with any disagreements with business by the Company on a matter or any Company Subsidiary of accounting principles any material part of its business or practices, financial statement disclosure or auditing scope or procedureproperty.

Financial Statements. Attached hereto as Exhibit C are the following financial statements (1) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true and complete copies of the audited consolidated balance sheet of such entity and each of its Subsidiaries as of December 31, 2020, December 31, 2021 and December 31, 2022 and the related audited consolidated statements of operations and cash flows of each of such entity and its Subsidiaries for each of the years then ended (collectively the “Prior Audited Financial Statements”). Each of the Prior Audited Financial Statements and the financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) ): (i) have been prepared fromReviewed balance sheets and statements of income, changes in shareholders’ equity and are in accordance withcash flow as of and for the fiscal years ended March 31, 2003 and March 31, 2004 for each entity which owned and operated the books and records of the Company and its Subsidiaries, Restaurants (ii) fairly present in all material respects the unaudited consolidated results and consolidating balance sheets and statements of operations, cash flowsincome, changes in stockholders’ equity, and cash flow as of and for the gap period between March 29, 2004 to the beginning of the “Most Recent Financial Year End” (as defined below) for each entity which owned and operated the Restaurants, expressly including all information and source documents necessary for independent accountants to bridge the gap for this time frame; (iii) unaudited consolidated and consolidating balance sheets and statements of income, changes in shareholders’ equity and consolidated financial position cash flow as of and for the fiscal year ended December 31, 2005 (the “Most Recent Fiscal Year End”) for each Company and its Subsidiaries Subsidiaries; (iv) unaudited consolidated and consolidating balance sheets and statements of income, changes in stockholders’ equity, and cash flow (the “Most Recent Financial Statements”) as of and for the respective fiscal periods or as of month ended July 31, 2006 (the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature “Most Recent Fiscal Month End”) for each Company and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, its Subsidiaries; and (v) copies of all source documents and financial information from which the financial statements itemized in sections (i) through (iv) above were derived and sufficient to enable independent accountants to derive audited financial numbers. The Financial Statements (including the notes thereto) have been prepared in accordance with GAAP consistently applied during on a consistent basis throughout the periods involvedcovered thereby, exceptpresent fairly the financial condition of each Company and its Subsidiaries as of such dates and the results of operations of each Company and its Subsidiaries for such periods, in each caseare correct and complete, as indicated in such statements or in are consistent with the notes thereto. The books and records of the each Company and its Subsidiaries have, since January 1, 2021, been, (which books and records are being, maintained in all material respects in accordance with GAAP correct and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedurecomplete).

Financial Statements. (1av) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true and complete Attached hereto as Schedule 5.12(a) are copies of (i) (A) the audited consolidated balance sheet sheets of such entity Silvertip Completion Services, LLC and each of its Subsidiaries as of at December 31, 20202020 and the related audited consolidated statements of operations, members’ equity and cash flows for the year then ended and (B) the audited consolidated balance sheets of Silvertip Completion Services, LLC and its Subsidiaries at December 31, 2021 and December 31, 2022 and the related audited consolidated statements of operations and comprehensive income (loss), stockholders’ equity and cash flows for the year then ended (collectively, the “Annual Financial Statements”), and (ii) the unaudited consolidated balance sheet of each of such entity Silvertip Completion Services, LLC and its Subsidiaries (the “Interim Balance Sheet”) as of June 30, 2022 and the related unaudited consolidated statements of operations, members’ equity and cash flows for each of the years six-month period then ended (together with the Interim Balance Sheet, the “Prior Audited Interim Financial Statements”). Each of the Prior Audited The Annual Financial Statements and the financial statements of Interim Financial Statements are referred to collectively as the Company and its Subsidiaries included in (or incorporated by reference into) “Financial Statements.” Except as set forth on Schedule 5.12(a), the Company Reports Financial Statements (including the any related notes, where applicablenotes thereto) (i) have been prepared fromin accordance with GAAP, consistently applied throughout the periods covered thereby, except as otherwise noted therein, (ii) fairly present, in all material respects, the assets, liabilities, financial condition and results of operations of the Company Group as of the respective dates thereof and for the respective periods covered thereby, subject, however, in the case of the Interim Financial Statements, to normal and recurring non-material year-end audit adjustments and accruals (which adjustments and accruals are not material in the aggregate) and to the absence of notes and other textual disclosure required by GAAP (that, if presented, would not differ materially from those presented in the Annual Financial Statements), and (iii) are correct and complete in all material respects, and are in accordance with, consistent with the books and records of the Company and its SubsidiariesGroup. Since December 31, (ii) fairly present in all 2021, the Company Group has not made any material respects the consolidated results of operations, cash flows, changes in stockholders’ equity its accounting policies, methods, principles or practices. The assets and consolidated financial position properties of the Company and its Subsidiaries for the respective fiscal periods Group represent all or as substantially all of the respective dates therein set forth (subject in the case assets and properties of unaudited statements to year-end audit adjustments normal in nature and amount)Silvertip Completion Services, (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of the Company and its Subsidiaries have, since January 1, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureLLC.

Financial Statements. ESI has provided Purchaser with financial statements and other financial information as follows: (1a) Each audited balance sheets of Alvarium Investments LimitedESI as at March 31, Xxxxxxxxx Wealth Management Holdings2008 and 2009, LLCand an unaudited balance sheet as at March 31, TIG Trinity GP2010; and (b) audited statements of income and cash flow of ESI for the fiscal years ended March 31, LLC 2008 and TIG Trinity Management2009, LLC has made available and unaudited statements of income and cash flow for the fiscal year ended March 31, 2010. The financial statements described in (a) and (b) of the preceding sentence are referred to Purchaser collectively as the "Financial Statements." The Financial Statements are true and complete copies fair for the periods presented, and, to the best knowledge of the audited consolidated Principal Vendors, the balance sheet of such entity and each of its Subsidiaries as of December 31sheets, 2020, December 31, 2021 and December 31, 2022 and the related audited consolidated statements of operations income, and cash flows of each of such entity and its Subsidiaries for each of the years then ended (the “Prior Audited Financial Statements”). Each of the Prior Audited Financial Statements and the financial statements of the Company and its Subsidiaries included cash flow were prepared in (or incorporated by reference into) the Company Reports (including the related notesconformity with international generally accepted accounting principles, where applicable) (i) have been prepared fromconsistently applied, and are in accordance withall accounting rules and regulations applicable to such businesses, the books and records of the Company and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements quarterly data, subject only to ordinary and recurring year-end audit adjustments normal adjustments. The balance sheets and statements of income included in nature the Financial Statements fairly present the financial positions of the business and amount)the results of operations at the dates presented and for the periods then ended. There has not been any material adverse change in the financial condition, (iii) as applicableassets, compliedliabilities, as revenues, or business of ESI, and ESI and its Subsidiaries have not sold or transferred any portion of their respective dates of filing with the SEC, in all assets or property that would be material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of the Company to ESI and its Subsidiaries have, since January 1, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company taken as a result whole, except for sales of inventory and transfers of cash in payment of trade payables and other expenses, all in the usual and ordinary course of business. As of March 31, 2010, ESI had no liabilities, indebtedness, or in connection with any disagreements with obligations that are not reflected on its March 31, 2010 unaudited balance sheet. None of ESI’s accounts payable or other obligations of payment have been outstanding for more than 90 days since the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or proceduredate payment was due.

Financial Statements. The Borrower has heretofore furnished to the Lenders Holdings’s consolidated balance sheets and related consolidated statements of income, stockholder’s equity and cash flows (1i) Each as of Alvarium Investments Limitedand for the fiscal years ended February 2, Xxxxxxxxx Wealth Management Holdings2013, January 28, 2012 and January 29, 2011, in each case, audited by and accompanied by the opinion of KPMG LLC, TIG Trinity GPindependent public accountants, LLC and TIG Trinity Management, LLC has made available to Purchaser true and complete copies of the audited consolidated balance sheet of such entity and each of its Subsidiaries (ii) as of December 31and for the fiscal quarter ended May 4, 20202013, December 31, 2021 certified by its chief financial officer. Such financial statements present fairly in all material respects the financial condition and December 31, 2022 and the related audited consolidated statements results of operations and cash flows of each Holdings and its consolidated Subsidiaries as of such entity dates and for such periods. Such balance sheets and the notes thereto disclose all material liabilities, direct or contingent, of Holdings and its consolidated Subsidiaries for each of the years then ended (the “Prior Audited Financial Statements”). Each of the Prior Audited Financial Statements and the financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject thereof. Such financial statements were prepared in accordance with GAAP applied on a consistent basis, subject, in the case of unaudited statements financial statements, to year-end audit adjustments normal and the absence of footnotes. The Borrower has heretofore delivered to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma statements of income, stockholder’s equity and cash flows as of and for the period ended June 29, 2013, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such income statements, on the first day of the 12-month period ending on such date. Such pro forma financial statements have been prepared in nature and amountgood faith by the Borrower, based on the assumptions that are believed by the Borrower on the Closing Date to be reasonable), (iii) as applicable, complied, as of their respective dates of filing with accurately reflect all adjustments required to be made to give effect to the SEC, Transactions and present fairly in all material respects with applicable accounting requirements on a pro forma basis the estimated consolidated financial position of Holdings and with its consolidated Subsidiaries as of such date and for such period, assuming that the published rules and regulations Transactions had actually occurred at such date or at the beginning of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each casesuch period, as indicated in such statements or in the notes thereto. The books and records of the Company and its Subsidiaries have, since January 1, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedurecase may be.

Financial Statements. (1) Each of Alvarium Investments LimitedThe Company has furnished each Purchaser with the following financial statements, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true and complete copies identified by a principal financial officer of the audited consolidated Ultimate General Partner: (i) Consolidated balance sheet sheets of such entity the Company and each of its Subsidiaries as of at December 31, 2020, 2005 and as at December 31 in each of the three fiscal years of the Company most recently completed after December 31, 2021 2005, if any, prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 120 days prior to such date for which audited financial statements have not been released) and December 31, 2022 and the related audited consolidated Consolidated statements of operations and cash flows and a Consolidated statement of each of such entity and its Subsidiaries for each of the years then ended (the “Prior Audited Financial Statements”). Each of the Prior Audited Financial Statements and the financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholderspartners’ equity and consolidated financial position capital of the Company and its Subsidiaries for the respective fiscal periods or as each such year, all such Consolidated statements having been reported on by KPMG LLP; and (ii) a Consolidated balance sheet of the respective dates therein set forth Company and its Subsidiaries as at the end of the quarterly period (subject if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 45 days prior to such date for which financial statements have not been released) and the comparable quarterly period in the case preceding fiscal year and Consolidated statements of unaudited operations, cash flows and changes in partners’ capital for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, prepared by the Company. Such financial statements to year-end audit adjustments normal in nature (including any related schedules and/or notes) are true and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, correct in all material respects with applicable accounting requirements (subject, as to interim statements, to changes resulting from audits and with the published rules and regulations of the SEC with respect theretoyear-end adjustments), and (iv) have been prepared in accordance with GAAP consistently applied during followed throughout the periods involvedinvolved and show all liabilities, exceptdirect and contingent, in each case, as indicated in such statements or in the notes thereto. The books and records of the Company and its Subsidiaries have, since January 1, 2021, been, and are being, maintained in all material respects required to be shown in accordance with GAAP and any other applicable legal and accounting requirementssuch principles. Since January 1, 2021, no independent public accounting firm The balance sheets fairly present the condition of the Company has resigned (or informed and its Subsidiaries as at the Company that it intends to resign) or been dismissed as independent public accountants dates thereof, and the statements of operations, cash flows and changes in partners’ capital fairly present the results of the operations of the Company and its Subsidiaries and their cash flows for the periods indicated. There has been no material adverse change in the business, property or assets, condition (financial or otherwise) operations or prospects of the Company and its Subsidiaries taken as a result whole since the end of or in connection with any disagreements with the Company on a matter of accounting principles or practices, most recent fiscal year for which such audited financial statement disclosure or auditing scope or procedurestatements have been furnished.

Financial Statements. (1a) Each Attached as Section 5.07(a) of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser the Company Disclosure Schedule are true and complete copies of (i) the audited consolidated balance sheet of such entity and each of its Subsidiaries as of December 31, 2020, December 31, 2021 and December 31, 2022 and the related audited consolidated statements of operations and cash flows of each of such entity and its Subsidiaries for each of the years then ended (the “Prior Audited Financial Statements”). Each of the Prior Audited Financial Statements and the financial statements sheets of the Company and its Subsidiaries included and related consolidated statements of comprehensive income, of changes in equity and of cash flows as of and for the years ended December 31, 2020 and December 31, 2019, together with the auditor’s reports (or incorporated by reference intothe “Audited T-IFRS Financial Statements”) the Company Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (ii) fairly present in all material respects the financial information prepared by the Company relating to the unaudited consolidated results of operationsaccounting revenue, cash flowsexpenses, changes in stockholders’ equity operating income and consolidated financial position net income of the Company and its Subsidiaries for the respective fiscal periods or as of three months ended March 31, 2021 and June 30, 2021 (the respective dates therein set forth (subject in the case of unaudited statements to year“Management’s Unaudited Interim Financial Information”). The Audited T-end audit adjustments normal in nature and amount), (iii) as applicable, complied, as of their respective dates of filing with the SECIFRS Financial Statements present fairly, in all material respects with applicable accounting requirements respects, the consolidated balance sheet, comprehensive income, changes in equity and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records cash flows of the Company and its Subsidiaries haveas of the dates and for the periods indicated in such Audited T-IFRS Financial Statements in conformity with T-IFRS, since January 1consistently applied throughout the periods indicated. The Management’s Unaudited Interim Financial Information presents fairly, 2021, been, and are being, maintained in all material respects in accordance with GAAP respects, the consolidated accounting revenue, expenses, operating income and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm net income of the Company has resigned and its Subsidiaries for the periods indicated in such Management’s Unaudited Interim Financial Information, in conformity with T-IFRS, consistently applied throughout the periods indicated. When included in the Proxy Statement and the Registration Statement pursuant to ‎Section 9.04(e), the IFRS Financial Statements and the 2021 Audited IFRS Financial Statements (or informed if applicable pursuant to Section 9.04(e)), shall be prepared in conformity with IFRS, consistently applied throughout the Company that it intends to resign) or been dismissed as independent public accountants periods indicated (except, in the case of the Company as a result Interim IFRS Financial Statements, for the absence of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedurefootnotes and other presentation items required by IFRS and for normal and recurring year-end adjustments that are not material).

Financial Statements. (1) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC Seller has delivered to Buyer complete -------------------- and TIG Trinity Management, LLC has made available to Purchaser true and complete correct copies of (a) the audited consolidated unaudited balance sheet and related unaudited statement of such entity income, stockholders' equity and each of its Subsidiaries as of cash flows for the Company for the year ended December 31, 20201998, December 31, 2021 and December 31, 2022 and (b) the related audited consolidated statements of operations and cash flows of each of such entity and its Subsidiaries for each of the years then ended (the “Prior Audited Financial Statements”). Each of the Prior Audited Financial Statements and the financial statements unaudited balance sheet of the Company and its Subsidiaries included in MTN (or incorporated by reference intothe "Balance Sheet") and the related unaudited statement of income, stockholders' equity and cash flows for the three (3) months ending June 30, 1999 (the "Balance Sheet Date"), and (c) the Company Reports audited balance sheet and related statement of income, stockholders' equity and cash flows for MTN for the year ended December 31, 1998 (including collectively, the related notes, where applicable) (i) have been prepared from, and "Financial Statements"). The Financial Statements are in accordance with, with the books and records of the Company and its SubsidiariesMTN, (ii) as applicable, and were prepared in accordance with GAAP and present fairly present in all material respects the consolidated Company's and MTN's financial position, results of operations, operations and cash flows, changes in stockholders’ equity and consolidated financial position of the Company and its Subsidiaries flows for the respective fiscal periods or as of the respective dates therein set forth (subject indicated, subject, in the case of unaudited statements the Financial Statements referred to in the preceding clause (b), to standard year-end audit adjustments normal (which in nature the aggregate will not be material in amount) and amount)the omission of footnotes. As of the Balance Sheet Date, neither the Company nor MTN had any Material liability or obligation, whether accrued, absolute, fixed or contingent (iiiincluding liabilities for Taxes) as applicablerequired by GAAP to be reflected on or reserved against on the Balance Sheet that were not fully reflected on or reserved against on the Balance Sheet. Any balance sheets, complied, as statements of their respective dates operations and other financial statements delivered to Buyer with respect to the Company and/or MTN after the date of filing this Agreement until the Closing will be prepared on a basis and in a manner consistent with the SECFinancial Statements, in all material respects with applicable accounting requirements subject to standard year-end adjustments and with the published rules and regulations omission of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of the Company and its Subsidiaries have, since January 1, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedurefootnotes.

Financial Statements. (1a) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true True and complete copies of (i) the audited consolidated balance sheet of such entity and each of its Subsidiaries the Company as of December 31, 20202017, December 31, 2021 2018 and December 31, 2022 2019 and the related audited consolidated statements of operations income, stockholders’ equity and cash flows of each of such entity and its Subsidiaries the Company for each of the years then ended and any subsequent fiscal year ending more than ninety (90) days before the Closing Date (the “Prior Audited Company Financial Statements”). Each of ) and (ii) the Prior Audited Financial Statements and the financial statements unaudited balance sheet of the Company as of December 31, 2020 (the “Balance Sheet Date”) and its Subsidiaries included in (or incorporated by reference into) the related unaudited statements of income, stockholders’ equity and cash flows of the Company Reports for the twelve (including 12) months ended on the related notesBalance Sheet Date and for each subsequent fiscal month thereafter that is ended at least thirty (30) days before the Closing Date, where applicableand unaudited corresponding financial statements for the same fiscal month in the preceding year (the “Interim Company Financial Statements” and together with the Audited Company Financial Statements, the “Company Financial Statements”) have been provided to Buyer. The Company Financial Statements (i) have been were prepared from, and are in accordance with, with the books of account and other financial records of the Company and its Subsidiaries(except as may be indicated in the notes thereto), (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) as applicable, complied, as of their respective dates of filing with the SECfairly, in all material respects with applicable accounting requirements respects, the financial condition and with the published rules and regulations results of operations of the SEC with respect theretoCompany as of the dates thereof or for the periods covered thereby, and (iviii) have been were prepared in accordance with GAAP consistently applied during on a basis consistent throughout the periods involvedcovered thereby, exceptsubject, in each case, as indicated in such statements or in the notes thereto. The books and records case of the Interim Company Financial Statements, to normal year end audit adjustments and its Subsidiaries havethe absence of footnotes. Xxxxxxx & Xxxxxxxxxx, since January 1Ltd., 2021who have audited the Audited Company Financial Statements, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements registered with the Public Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureAccounting Oversight Board.

Financial Statements. (1) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC The Company has made available to Purchaser true and complete Buyer copies of (a) the audited consolidated balance sheet of such entity and each of its Subsidiaries as of the Company for the fiscal years ended December 31, 20202012, December 312011, 2021 and December 31, 2022 2010 and the related audited consolidated statements of operations, shareholders’ deficit and cash flows of the Company, together with all related notes and schedules thereto, accompanied by the report thereon of the Company’s independent auditors (collectively referred to as the “Financial Statements”) and the unaudited consolidated balance sheet of the Company as of May 31, 2013 and the related consolidated statements of operations and cash flows of each of such entity and its Subsidiaries the Company for each of the years five-month period then ended (collectively referred to as the “Prior Audited Interim Financial Statements”), (b) the audited balance sheet of ALC Insurance Group, Ltd. (the “Captive Insurance Company”) for the fiscal years ended December 31, 2011 and 2012, and the related audited statements of income, changes in shareholder’s equity and cash flows, together with all related notes and schedules thereto, accompanied by the report of the Captive Insurance Company’s independent auditors (the “Captive’s Financial Statements”). Each Except as set forth on Schedule 3.6, each of the Prior Audited Financial Statements, the Interim Financial Statements and the financial statements of the Company and its Subsidiaries included in Captive’s Financial Statements (or incorporated by reference intoa) the Company Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have has been prepared in accordance with GAAP consistently applied during on a consistent basis throughout the periods involved, except, in each case, indicated (except as may be indicated in such statements or in the notes thereto. The books and records of the Company and its Subsidiaries have, since January 1, 2021, been), and are being(b) fairly presents, maintained in all material respects in accordance with GAAP respects, the consolidated financial position, results of operations and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm cash flows of the Company has resigned (or informed Company, and the Company that it intends to resign) or been dismissed Captive Insurance Company, as independent public accountants applicable, as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Company as a result Interim Financial Statements, to normal and recurring year-end adjustments, the effect of which will not, individually or in connection with any disagreements with the Company on a matter aggregate, be material, and the absence of accounting principles or practices, financial statement disclosure or auditing scope or procedurenotes.

Financial Statements. (1a) Each of Alvarium Investments Limited, Xxxxxxxxx Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC The Seller has made available delivered to Purchaser true and complete copies of Buyer (i) the audited unaudited consolidated balance sheet of such entity the Company and each of its the Subsidiaries as of at December 31, 2020, 1996 (the "Balance Sheet") and the consolidating balance sheets of the Company and each Subsidiary as of such date and as at December 31, 2021 and December 311995, 2022 and the related audited consolidated unaudited statements of operations income and cash flows of each of such entity and its Subsidiaries flow for each of the fiscal years then ended (collectively, the “Prior Audited "Historic Financial Statements”"); and (ii) the unaudited consolidated balance sheet of the Company and the Subsidiaries as at September 30, 1997 (the "Interim Balance Sheet"), and the consolidating balance sheets of the Company and each Subsidiary as of such date, and the related unaudited statements of income and cash flow for the nine (9) months then ended (collectively, the "1997 Interim Statements"). Each Subject to the disclosures made in Section 5.20 of the Prior Audited Disclosure Statement, the Historic Financial Statements and the 1997 Interim Statements fairly present, in all material respects, the consolidated financial statements condition, cash flow and results of operations of the Company and its the Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates thereof and for the periods therein set forth referred to, all in accordance with United States generally accepted accounting principles ("GAAP"), consistently applied, subject to (x) recurring year-end adjustments, (y) the absence of notes and (z) in the case of unaudited statements to year-end audit the 1997 Interim Statements, Seller's reasonable estimates of accruals and adjustments normal in nature and amount), (iii) as applicable, complied, as applied on a basis consistent with Seller's past preparation of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes theretointerim financial statements. The books Balance Sheet and records the Interim Balance Sheet fairly reflect reserves or other appropriate provisions at least equal to reasonably anticipated liabilities, losses and expenses of the Company and its the Subsidiaries have, since January 1, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm as of the Company has resigned (or informed the Company that it intends respective dates thereof required to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedurebe disclosed by GAAP.