Common use of Financial Statements; Internal Controls Clause in Contracts

Financial Statements; Internal Controls. (a) The Company has made available to Purchaser true, complete and correct copies of the audited consolidated financial statements of the Company and the Subsidiaries as of and for the years ended December 31, 2011, December 31, 2012 and December 31, 2013 (the most recent such date, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, including, in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Audited Financial Statements”). (b) The Audited Financial Statements (i) have been prepared in accordance with SFRS, applied on a consistent basis (except as may be indicated in the notes thereto), and (ii) give a true and fair view of the financial position, results of operations and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the respective periods indicated. (c) The Company has made available to Purchaser true, complete and correct copies of the unaudited consolidated financial statements of the Company and the Subsidiaries as of and for the quarter ended June 30, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). (d) The Unaudited Financial Statements (i) have been prepared in accordance with the same accounting policies and principles as those adopted in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRS, and (ii) present fairly in all material respects the assets, liabilities, income and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the periods indicated. (e) The Company has made available to Purchaser true, complete and correct copies of (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (g) The Company has devised and maintained systems of internal accounting controls with respect to its business sufficient to provide reasonable assurances that transactions are recorded as necessary to permit the preparation of financial statements in conformity with SFRS.

Financial Statements; Internal Controls. (a) The Company has There have been made available to Purchaser Buyer true, correct and complete and correct copies of (i) the audited consolidated annual statutory financial statements (including the notes, exhibits or schedules thereto and any affirmations or certificates filed therewith) of the Company and the Subsidiaries as of and for the years ended December 31, 20112009 and 2008 and (ii) the unaudited statutory quarterly financial statements (including the notes, December 31, 2012 exhibits or schedules thereto and December 31, 2013 (the most recent such date, the “Balance Sheet Date”), together with the report of the independent auditor any affirmations or certificates filed therewith) of the Company thereonas of and for the quarters ended March 31, including2010 and June 30, 2010, in each case, a balance sheet as filed with the Nebraska Department of Insurance, and Seller shall deliver to Buyer pursuant to Section 4.6(b) true, correct and complete copies of such unaudited quarterly statutory statements as of comprehensive income the end of and for all fiscal quarters after June 30, 2010 and prior to the Closing Date as are filed with the Nebraska Department of Insurance (loss)collectively, cash flows and retained earnings or shareholders’ equity and related notes (the “Audited Financial Statutory Statements”). (b) The Audited Financial Statutory Statements (i) have each been prepared (or will be prepared) in accordance with SFRS, statutory accounting principles prescribed or permitted by the State of Nebraska (“SAP”) applied on a consistent basis and each present (except as may be indicated or will present) fairly in all material respects the financial position of the Company at the date of each such statement and the results of the Company’s operations for each such referenced period. Further, the exhibits and schedules included in the notes thereto), and (ii) give a true and fair view of the financial position, results of operations and cash flows of Statutory Statements are fairly stated in all material respects in relation to the Company and the Subsidiaries on a consolidated basis as of and for the respective periods indicatedStatutory Statements comply in all material respects with applicable regulatory requirements. (c) The Company has There have been made available to Purchaser Buyer true, correct and complete and correct copies of the unaudited consolidated audited annual GAAP financial statements of the Company and each of the Subsidiaries as Separate Accounts consisting of and for the quarter ended June 30, 2014, including a balance sheet and the related statements of operations, comprehensive income (loss), shareholder’s equity, and cash flows (including the notes, exhibits or schedules thereto) as of and retained earnings or shareholders’ equity for the years ended December 31, 2009 and 2008, and Seller shall deliver to Buyer pursuant to Section 4.6(b) and Section 4.15(a) true, correct and complete copies of the GAAP financial reports and statements specified therein (the “Unaudited Financial Statements” and, together with the Audited Financial Statementscollectively, the “Financial GAAP Statements”). (d) The Unaudited Financial Except as noted on Schedule 2.5, the GAAP Statements (i) have each been prepared (or will be prepared) in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis and each of the same accounting policies and principles as those adopted GAAP Statements described in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRS, and (iiSection 2.5(c) present (or will present) fairly in all material respects the assets, liabilities, income and cash flows financial position of the Company or a Separate Account, as applicable, at the date of each such statement and the Subsidiaries on a consolidated basis results of the Company’s or such Separate Account’s operations, as of applicable, for each such referenced period. Further, the exhibits and for schedules included in the periods indicatedGAAP Statements are fairly stated in all material respects in relation to the Company or such Separate Account, as applicable. (e) The With respect to periods prior to Closing, the Company has made available to Purchaser true, complete and correct copies of (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (g) The Company has devised and maintained systems of internal accounting controls with respect to its business the Business sufficient to provide reasonable assurances that (i) all transactions are executed in accordance with management’s general or specific authorization, (ii) all transactions are recorded as necessary to permit the preparation of financial statements in conformity with SFRSSAP and GAAP and to maintain proper accountability for items, (iii) access to its Assets is permitted only in accordance with management’s general or specific authorization and (iv) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differences.

Financial Statements; Internal Controls. (a) The Company has made available delivered to Purchaser true, Parent true and complete and correct copies of the (i) audited consolidated financial statements statements, including balance sheets and income statements, of the Company and the Subsidiaries as of and Entities for the calendar years ended December 31, 2011, December 31, 2012 and December 31, 2013 (the most recent such date, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, including, in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes 2017 (the “Company Audited Financial Statements”), and (ii) copies of the unaudited consolidated financial statements, including balance sheets and income statements, of the Company and its Subsidiaries (including the Company Foreign Subsidiaries), for the quarter ended on March 31, 2018 (collectively, the “Company Most Recent Financial Statements,” and together with the Company Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4. (b) The Audited Company Financial Statements (i) have been were prepared in accordance with SFRS, GAAP applied on a consistent basis throughout the periods covered except (except 1) as may be indicated in such Company Financial Statements, and (2) in the notes thereto)case of the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) give a true and fair view fairly present, in all material respects, the financial position of the financial position, Company as of the respective dates thereof and the results of operations and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the respective periods indicatedcovered thereby. (c) The Company has made available maintains a system of internal controls designed to Purchaser true, complete provide reasonable assurance regarding the reliability of financial reporting and correct copies the preparation of financial statements for external purposes in accordance with GAAP. To the Knowledge of the unaudited consolidated Company, since December 31, 2015, until the date hereof, neither the Company nor any of its Subsidiaries nor the Company’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial statements reporting utilized by the Company Entities; (B) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding any of the Company and the Subsidiaries as of and for the quarter ended June 30, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”)foregoing. (d) The Unaudited Financial Statements Company’s auditor has at all times since its engagement by the Company been, to the Knowledge of the Company: (i) have been prepared a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the same accounting policies and principles as those adopted in preparing ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRS, and (ii) present fairly in all material respects the assets, liabilities, income and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the periods indicated. (e) The Company has made available to Purchaser true, complete and correct copies of (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (g) The Company has devised and maintained systems of internal accounting controls with respect to its business sufficient to provide reasonable assurances that transactions are recorded as necessary to permit the preparation of financial statements in conformity with SFRS.

Financial Statements; Internal Controls. (a) The Company Target has made available delivered to Purchaser true, complete and correct copies of Acquiror or its advisors (a) the audited consolidated financial balance sheets and statements of the Company and the Subsidiaries operations of Target as of and for the fiscal years ended December 31, 2011, December 31, 2012 2008 and December 31, 2013 (the most recent such date2009, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, including, including in each casecase the notes thereto, a and (b)(i) the unaudited consolidated balance sheet and statements of comprehensive income (loss)Target as of June 30, cash flows and retained earnings or shareholders’ equity and related notes 2010 (the “Audited Financial Statements”). (b) The Audited Financial Statements (i) have been prepared in accordance with SFRS, applied on a consistent basis (except as may be indicated in the notes thereto), and (ii) give a true and fair view of the financial position, results of operations and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the respective periods indicated. (c) The Company has made available to Purchaser true, complete and correct copies of the unaudited consolidated financial statements of the Company and the Subsidiaries as of and for the quarter ended June 30, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). (d) The Unaudited Financial Statements (i) have been prepared in accordance with the same accounting policies and principles as those adopted in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRS, and (ii) present fairly in all material respects the assets, liabilities, income and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the periods indicated. (e) The Company has made available to Purchaser true, complete and correct copies of (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial StatementsTarget Balance Sheet”) and (ii) the unaudited consolidated management accounts statement of Goodwood as operations of and Target for the quarter six-month period ended March 31June 30, 2014 2010 ((a) and (b) collectively, the “Goodwood Unaudited Management AccountsTarget Financial Statements”). (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts . The Target Financial Statements have been prepared in accordance with GAAP (except as disclosed in the same accounting policies notes to the Target Financial Statements and principles except that the unaudited Target Financial Statements do not contain footnotes and are subject to normal recurring year-end audit adjustments (the effect of which are not individually or in the aggregate expected to be material)) applied on a consistent basis throughout the periods covered. The Target Financial Statements fairly present, in all material respects and in accordance with GAAP, the consolidated financial condition of Target as those adopted by Goodwood of the dates indicated in preparing its management accounts the Target Financial Statements and the consolidated operating results of Target for the preceding two years andperiods indicated in the Target Financial Statements, for those items included, such items have been calculated subject to normal recurring year-end audit adjustments (the effect of which are not individually or in a manner consistent with SFRSthe aggregate expected to be material) and the absence of footnotes in the case of the unaudited Target Financial Statements. (gb) The Company Target has devised also delivered to Acquiror copies of (i) the audited statutory financial statements and maintained systems schedules of internal each of the Regulated Subsidiaries as of December 31, 2008 and 2009 and for the twelve-month periods then ended and (ii) the interim statutory financial statements of each of the Regulated Subsidiaries as of June 30, 2010 and for the six-month period then ended (the financial statements described in (i) and (ii) are collectively referred to herein as the “Statutory Financial Statements”). Each of the Statutory Financial Statements has been prepared in accordance with Statutory Accounting Principles, consistently applied without modification of the accounting controls principles used in the preparation thereof throughout the periods presented except as noted therein. No material deficiency has been asserted by any Governmental Entity with respect to any of the Statutory Financial Statements filed by any of the Regulated Subsidiaries. (c) Target and its business Subsidiaries have implemented and maintain a system of internal control over financial reporting sufficient to provide reasonable assurances assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including, without limitation, that (a) transactions are executed in accordance with management’s general or specific authorizations, (b) transactions are recorded as necessary (1) to permit the preparation of financial statements in conformity with SFRSGAAP, and (2) to maintain accountability for assets, (c) access to assets is permitted only in accordance with management’s general or specific authorization, and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any significant differences. Since December 31, 2009, (I) there have not been any changes in Target’s or its Subsidiaries’ internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, Target’s or any of its Subsidiaries’ internal control over financial reporting; (II) any significant deficiencies and material weaknesses in the design or operation of Target’s or any of its Subsidiaries’ internal control over financial reporting which are reasonably likely to adversely affect Target’s or any of its Subsidiaries’ ability to record, process, summarize and report financial information have been disclosed to the outside auditors and the audit committee of Target, and (III) there has not been any fraud, whether or not material, that involves management or other employees who have a significant role in Target’s or any of its Subsidiaries’ internal control over financial reporting. Target and its Subsidiaries have maintained financial books and records which are substantially complete in all material respects and which reflect in all material respects the basis of their respective financial condition and results of operations.

Financial Statements; Internal Controls. (aA) The Company has made available delivered to Purchaser true, complete and correct copies of the Progressive audited consolidated financial statements (balance sheet, statement of income, statement of stockholders' equity and statement of cash flows) of the Company and the its Subsidiaries as of and for the years ended December 31, 2011, December 31, 2012 and at December 31, 2013 (and for the most recent such date, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, including, in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes fiscal year then ended (the “Audited 2013 Financial Statements”). (b) . The Audited 2013 Financial Statements (i) have been prepared in accordance with SFRS, GAAP applied on a consistent basis (except as may be indicated throughout the periods indicated. The 2013 Financial Statements fairly and accurately present, in all material respects, the notes thereto)consolidated financial condition, and (ii) give a true and fair view of the financial position, operating results of operations and cash flows of the Company and the its Subsidiaries on a consolidated basis as of December 31, 2013, and for the respective periods indicatedtwelve-month period then ended, and is free of material errors, misstatements and omissions. Except as set forth in the 2013 Financial Statements and as specified in the Schedule of Exceptions, the Company and its Subsidiaries have no material liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of business subsequent to December 31, 2013, which, individually and in the aggregate, are not material to the financial condition or operating results of the Company and its Subsidiaries taken as a whole. The Company and its Subsidiaries maintain and will continue to maintain a standard system of accounting established and administered in accordance with GAAP. (cB) The Company has made available delivered to Purchaser true, complete and correct copies of the Progressive unaudited consolidated financial statements (balance sheet, statement of income, statement of stockholders’ equity and statement of cash flows) of the Company and the its Subsidiaries as of at September 30, 2014 and for the quarter three- and nine-month periods then ended June 30, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Third Quarter Financial Statements”). (d) . The Unaudited Third Quarter Financial Statements (i) have been prepared in accordance with the same accounting policies and principles as those adopted in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in GAAP applied on a manner basis consistent with SFRS, the 2013 Financial Statements. The Third Quarter Financial Statements fairly and (ii) accurately present fairly in all material respects the assetsconsolidated financial condition, liabilities, income operating results and cash flows of the Company and the its Subsidiaries on a consolidated basis as of September 30, 2014, and for the three- and nine- month periods indicatedthen ended, and are free of material errors, misstatements and omissions. Except as set forth in the Third Quarter Financial Statements and as specified in the Schedule of Exceptions, the Company and its Subsidiaries had no material liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of business subsequent to September 30, 2014, which, individually and in the aggregate, are not material to the financial condition or operating results of the Company and its Subsidiaries taken as a whole. (eC) The 2014 Financial Statements to be prepared by the Company has made available pursuant to Purchaser true, complete and correct copies of Section 2.2 (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (lossB), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31when delivered to Progressive, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts will have been prepared in accordance with GAAP applied on a consistent basis with the same accounting policies Company's 2013 Annual Statements, and principles will fairly and accurately present, in all material respects, the consolidated financial condition, operating results and cash flows of the Company and its Subsidiaries as those adopted by Goodwood in preparing its management accounts of December 31, 2014, and for the preceding two years andtwelve-month period then ended, for those items includedand will be free of material errors, such items misstatements and omissions. Except as set forth in the 2014 Financial Statements, the Company and its Subsidiaries will have been calculated in a manner consistent with SFRSno material liabilities, contingent or otherwise as of December 31, 2014. (gD) Since December 31, 2013, there has not been, and from the date hereof through the Closing Date, there will not be, any contribution or other addition to the consolidated stockholders' equity of the Company and its Subsidiaries, or any transaction that has or will have the purpose or effect of increasing the consolidated stockholders' equity of the Company and its Subsidiaries, other than income generated by the Company's Subsidiaries in the ordinary course of their respective property and casualty insurance businesses and recurring income and realized and unrealized capital gains in the investment portfolios of the Company and its Subsidiaries. (E) Neither the Company nor any of its Subsidiaries is a party to or bound by any note, bond, debenture or other agreement or instrument that contains any provision pursuant to which the rights or obligations of the Company or any of its Subsidiaries, as applicable, thereunder are or can be accelerated or are or can be in any manner altered as a result of any change in control of the Company or any such Subsidiary; nor would the acquisition of control of the Company or any of its Subsidiaries by Progressive or any of its Affiliates constitute a breach of or default under, or require the payment of any additional license fee or other sum under, any software license or other agreement or instrument to which the Company or any of its Subsidiaries is subject or bound. (F) The Company has devised and maintained systems its Subsidiaries maintain a system of internal accounting controls with respect to its business sufficient control that is effective to provide reasonable assurances that transactions are recorded as necessary to permit assurance regarding the reliability of financial reporting and the preparation of financial statements in conformity accordance with SFRSGAAP or statutory financial principles, as applicable, and in accordance with a recognized framework of internal control. To the knowledge of the Company and each member of the Fasteau Group, there are no material weaknesses or significant deficiencies in such system of internal control. Each of the Subsidiaries has duly complied with, and is currently in compliance with, the provisions of the NAIC’s Model Audit Rule and has taken all actions, and has made all filings with the appropriate state insurance regulatory bodies required under that Rule.

Financial Statements; Internal Controls. (a) The Company has made available to Purchaser true, SMMC in the Virtual Data Room true and complete and correct copies of the audited consolidated financial statements balance sheet of the Company and the Subsidiaries as of and for the years ended December 31, 2011, 2018 and the unaudited balance sheet of the Company as of December 31, 2012 2019, and December 31, 2013 the related statements of operations and cash flows of the Company for each of the years then ended (the most recent such datecollectively, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, including, in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Audited Annual Financial Statements”). (b) The Audited , and which contain an unqualified report of the Company’s auditors. Each of the Annual Financial Statements (including the notes thereto) (i) have been was prepared in accordance with SFRS, United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), ) and (ii) give a true and fair view of fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and the Subsidiaries on a consolidated basis as of and at the date thereof and for the respective periods indicatedperiod indicated therein, except as otherwise noted therein. (cb) The Company has made available to Purchaser true, SMMC in the Virtual Data Room true and complete and correct copies of the unaudited consolidated financial statements balance sheet of the Company and the Subsidiaries as of and for the quarter ended June 30, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity 2020 (the “Unaudited Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial StatementsStatements Date”). (d) The Unaudited Financial Statements (i) have been prepared in accordance with the same accounting policies and principles as those adopted in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRS, and (ii) present fairly in all material respects the assets, liabilities, income related unaudited statements of operations and cash flows of the Company and for the Subsidiaries six-month period then ended (collectively, the “Interim Financial Statements”), which are attached as Section 4.07(b) of the Company Disclosure Schedule. The Interim Financial Statements were prepared in accordance with GAAP applied on a consolidated consistent basis throughout the periods indicated (except for the omission of footnotes and subject to year-end adjustments) and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company as of and at the date thereof and for the periods indicatedperiod indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments. (c) Except as and to the extent set forth on the Annual Financial Statements or the Interim Financial Statements, the Company does not have any liability, debt or obligation of a nature (whether accrued, absolute, contingent or otherwise), required to be reflected on a balance sheet prepared in accordance with GAAP consistently applied and in accordance with past practice, except for: (i) liabilities that were incurred in the ordinary course of business since the Interim Financial Statements Date, (ii) liabilities or obligations disclosed in the Company Disclosure Schedule or (iii) such other liabilities and obligations which would not, individually or in the aggregate, reasonably expected to be material to the Company. The Company is not a party to, and does not have any commitment to become a party to, any contract or arrangement that would constitute an “off balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K under the Exchange Act), 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 on the Annual Financial Statements or the Interim Financial Statements. (d) Since the Formation Date, (i) neither the Company nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or Representative of the Company, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Company Board or any committee thereof. (e) The Company has made available to Purchaser true, complete and correct copies of (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the Company, no employee of the Goodwood Unaudited Management Accounts Company has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a). (f) All accounts receivable of the Company reflected on the Interim Financial Statements or arising thereafter have been prepared arisen from bona fide transactions in the ordinary course of business consistent with past practices and in accordance with GAAP and are collectible, subject to bad debts reserved in the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for Interim Financial Statements. To the preceding two years and, for those items includedknowledge of the Company, such items have accounts receivables are not subject to valid defenses, setoffs or counterclaims, other than routine credits granted for errors in ordering, shipping, pricing, discounts, rebates, returns in the ordinary course of business and other similar matters. The Company’s reserve for contractual allowances and doubtful accounts is adequate in all material respects and has been calculated in a manner consistent with SFRSpast practices. Since December 31, 2019, the Company has not modified or changed in any material respect its sales practices or methods including, without limitation, such practices or methods in accordance with which the Company sells goods, fills orders or record sales. (g) All accounts payable of the Company reflected on the Interim Financial Statements or arising thereafter are the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due or payable. Since December 31, 2019, the Company has not altered in any material respects its practices for the payment of such accounts payable, including the timing of such payment. (h) The Company has devised and maintained maintains systems of internal accounting controls with respect to its business control over financial reporting that are sufficient to provide reasonable assurances assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that the Company maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with SFRSGAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of the Company’s management and the Company Board; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. The Company has made available to SMMC a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of the Company to the Company’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of the Company to record, process, summarize and report financial data. The Company has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of the Company. Since December 31, 2019, there have been no material changes in the Company’s internal control over financial reporting. (i) Neither the Company (including any employee thereof) nor the Company’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or (iii) any claim or allegation regarding any of the foregoing.

Financial Statements; Internal Controls. (a) The Company has made available previously provided to Purchaser true, Acquiror true and complete and correct copies of the audited consolidated statement of financial position and consolidated statements of comprehensive income, changes in equity and cash flows of the Company and the its Subsidiaries as of and for the years ended December 31, 2011, December 31, 2012 2022 and December 31, 2013 (the most recent such date, the “Balance Sheet Date”)2021, together with the report auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements (including the standards of the independent auditor PCAOB) and with the rules and regulations of the Company thereonSEC, including, in each case, the Exchange Act and the Securities Act applicable to a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes registrant (the “Audited Financial Statements”). (b) The ” and the Audited Financial Statements (i) have been prepared in accordance with SFRS, applied on a consistent basis (except as may be indicated in the notes thereto), and (ii) give a true and fair view of the financial position, results of operations and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the respective periods indicated. (c) The Company has made available to Purchaser true, complete and correct copies of the unaudited consolidated financial statements of the Company and the Subsidiaries as of and for the quarter ended June 30, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” and, together with the Audited H1 Financial StatementsStatements to be delivered pursuant to this Agreement, the “Financial Statements”). (db) The Unaudited Except as set forth on Section 4.8(b) of the Company Disclosure Letter, the Financial Statements (i) have been fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations, their consolidated incomes, their consolidated changes in equity and their consolidated cash flows for the respective periods then ended (except as may be indicated in the notes thereto and subject, in the case of the H1 Financial Statements, to normal year-end adjustment and the absence of footnotes), (ii) were prepared in conformity with IFRS applied on a consistent basis during the periods involved (subject, in the case of the H1 Financial Statements, to normal year-end adjustment and the absence of footnotes), (iii) were prepared from, and are in accordance in all material respects with, the books and records of the Company and its consolidated Subsidiaries, (iv) in the case of the Audited Financial Statements, were prepared in compliance in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant, in effect as of the respective dates thereof, and (v) in the case of the H1 Financial Statements, when delivered by the Company for inclusion in the Proxy/Registration Statement for filing with the SEC following the date of this Agreement in accordance with Section 7.3, will comply in all material respects with the same applicable accounting policies requirements (including the standards of the PCAOB) and principles with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant, in effect as those adopted in preparing of the Company’s management accounts for the preceding three years andrespective dates thereof. (c) The Pro Forma Financial Statements will, for those items includedwhen provided, such items have been calculated in a manner consistent with SFRS, and (ii) present fairly in all material respects the assetsinformation shown therein, liabilitiescomply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, income the Exchange Act and cash flows the Securities Act applicable thereto, in effect as of the respective dates thereof, and will have been compiled on a basis consistent with that of the Audited Financial Statements. The assumptions, information and data used in the preparation of such Pro Forma Financial Statements are reasonably believed by the Company to be reasonable in light of current conditions and facts known to the Company, the pro forma adjustments used therein will be appropriate to give effect to the transactions or circumstances described therein, and the pro forma adjustments will have been properly applied to the historical amounts used in the preparation of such Pro Forma Financial Statements. (d) Neither the Company nor any director or officer of the Company and or any of its Subsidiaries nor, to the knowledge of the Company, any independent auditor of the Company or its Subsidiaries, has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company or any of its Subsidiaries, (ii) any fraud, whether or not material, that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or any of its Subsidiaries on a consolidated basis as or (iii) any claim or allegation regarding any of and for the periods indicatedforegoing. (e) The Company has made available to Purchaser true, complete and correct copies of (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including maintains a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (g) The Company has devised and maintained systems system of internal accounting controls with respect to its business which the Company reasonably believes is sufficient to provide reasonable assurances assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with SFRSIFRS 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 books and records of the Company have been, and are being, maintained in all material respects in accordance with IFRS and any other applicable legal and accounting requirements. (f) Except as set forth on Section 4.8(f) of the Company Disclosure Letter, there are no outstanding loans or other extensions of credit made by the Company or its Subsidiaries to any of their respective executive officers (as defined in Rule 3b-7 under the Exchange Act) or any director of the Company or its Subsidiaries.

Financial Statements; Internal Controls. (a) The Company has made available Sellers have delivered to Purchaser true, complete and correct copies of Buyer the audited consolidated financial statements of the Company and the its Subsidiaries as of January 29, 2022 (collectively, the “Annual Financial Statements”). The Annual Financial Statements have been prepared in accordance GAAP consistently applied in accordance with Sellers’ and for the years ended December 31Company’s past practice throughout the periods indicated. Sellers have also delivered to Buyer the unaudited consolidated balance sheet of the Company and its Subsidiaries as of April 23, 2011, December 31, 2012 and December 31, 2013 2023 (the most recent such date, the “Interim Balance Sheet Date”), together with and such balance sheet, the report of “Interim Balance Sheet”) and the independent auditor of the Company thereon, including, in each case, a balance sheet and unaudited consolidated statements of comprehensive income (loss)income, stockholder’s equity and cash flows and retained earnings or shareholders’ equity and related notes for the period then ending (collectively, the “Audited Interim Financial Statements”). (b) . The Audited Interim Financial Statements (i) are also set forth on Section 3.20 of the Disclosure Schedules. The Interim Financial Statements have been prepared in accordance with SFRS, GAAP consistently applied on a consistent basis (except as may be indicated in the notes thereto), and (ii) give a true and fair view of the financial position, results of operations and cash flows of the Company accordance with Sellers’ and the Subsidiaries on a consolidated basis as of and Company’s past practice except for the respective periods indicated. (c) absence of footnotes and customary year-end adjustments. The Company has made available to Purchaser true, complete and correct copies of the unaudited consolidated financial statements of the Company Annual Financial Statements and the Subsidiaries as of and for the quarter ended June 30, 2014, including a balance sheet and statements of comprehensive income Interim Financial Statements (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” and, together with the Audited Financial Statementstogether, the “Financial Statements”). (d) The Unaudited Financial Statements (i) are true, correct and complete in all material respects, (ii) are in accordance in all material respects with the books and records of the Group Companies, (iii) have been prepared in accordance on a consistent basis with the same accounting policies and principles as those adopted in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRS, respect to each period covered thereunder and (iiiv) fairly present fairly in all material respects the assets, liabilities, income and cash flows financial position of the Company Group Companies at the dates specified and the Subsidiaries on a consolidated basis as results of and their operations for the periods indicatedperiod covered. The copies of the Financial Statements delivered to Buyer are true, correct and complete. (eb) The Company With respect to the periods addressed in the Financial Statements, the Business has made available maintained a system of internal controls over financial reporting designed to Purchaser trueprovide reasonable assurance regarding the reliability of financial reporting and the preparation of the Financial Statements. To the Knowledge of Sellers, complete and correct copies of such internal controls over financial reporting are effective in (i) ensuring that material information relating to the audited consolidated Business is made known to the chief executive officer and the chief financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) officer and (ii) providing reasonable assurance regarding the unaudited consolidated management accounts reliability of Goodwood as of financial reporting and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (g) The Company has devised and maintained systems of internal accounting controls with respect to its business sufficient to provide reasonable assurances that transactions are recorded as necessary to permit the preparation of financial statements for external purposes in conformity accordance with SFRSGAAP in all material respects. The Business has no significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect the Business’s ability to record, process, summarize and report financial information. For the last five (5) years, there has been no fraud in connection with the Business or its respective financial condition or results of operations that involved management or other employees of the Business who have a significant role in the Business’s internal control over financial reporting.

Financial Statements; Internal Controls. (a) The Company has made available to Purchaser true, complete and correct copies of Schedule 2.6(a) includes (i) the audited consolidated financial and individual balance sheets and statements of income of the Company and the Subsidiaries Companies as of and for the calendar years ended December 31, 20112014, December 31, 2012 2015 and December 31, 2013 2016; and (the most recent such date, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, including, in each case, a ii) unaudited consolidated and individual balance sheet sheets and statements of comprehensive income of the Companies as of and for the eleven (loss)11) months ended November 30, cash flows and retained earnings or shareholders’ equity and related notes 2017 (the “Audited Financial Statements”). (b) The Audited prepared from the books and records of the Companies as of, and for the period ended on, such date and prepared in accordance with IFRS and Spanish GAAP. Except as set forth in the notes thereto, the Financial Statements (i) have been prepared in accordance with SFRS, applied on a and is consistent basis (except as may be indicated in with the notes thereto)books and records of the Companies, and (ii) give a true and fair view of present fairly, in all material respects, the assets, liabilities, business condition, financial position, results of operations and cash flows of the Company and Companies as at the Subsidiaries on a consolidated basis as of and for the respective periods indicated. (c) The Company has made available to Purchaser true, complete and correct copies of the unaudited consolidated financial statements of the Company and the Subsidiaries as of and for the quarter ended June 30, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). (d) The Unaudited Financial Statements (i) have been prepared in accordance with the same accounting policies and principles as those adopted in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRS, and (ii) present fairly in all material respects the assets, liabilities, income and cash flows of the Company and the Subsidiaries on a consolidated basis as of dates and for the periods indicatedindicated therein. All books, records and accounts of the Companies have been maintained in accordance with good business practice and all applicable Laws. Except as listed on Schedule 2.6(a), the Companies have no accounts payable that are outstanding as of the date hereof and the Closing Date, as applicable, beyond the applicable due date for the arrangement underlying such payable and no extension of any applicable due date has been granted. (eb) The Company has made available to Purchaser true, complete Companies maintain accurate books and correct copies records reflecting their assets and liabilities and maintains proper and adequate internal accounting controls customary for similarly structured companies of the size and nature of the Companies which provide assurance that (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31transactions are executed with management’s authorization, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (g) The Company has devised and maintained systems of internal accounting controls with respect to its business sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of the financial statements of the Companies and to maintain accountability for the Companies’ assets, (iii) access to assets of the Companies is permitted only in accordance with management’s authorization, (iv) the reporting of assets of the Companies is compared with existing assets at regular intervals, and (v) accounts, notes and other receivables and inventory were recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. The Companies maintain disclosure controls and procedures that are effective to ensure that all material information concerning the Companies is made known on a timely basis to the individuals responsible for the preparation of the Companies’ financial statements in conformity with SFRSstatements.

Financial Statements; Internal Controls. (a) The Company has made available delivered to Purchaser true, the Investors (i) complete and correct copies of the audited consolidated financial statements balance sheet of the Company and the Subsidiaries its consolidated subsidiaries as of and for the years ended December 31, 20112016, December 31, 2012 and December 31, 2013 (the most recent such date, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, including, in each case, a balance sheet and related consolidated statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and statements of cash flows for the fiscal year then ended, including the footnotes thereto, certified by independent certified public accountants, and (ii) copies of the unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as of September 30, 2017, and the related notes unaudited consolidated statements of income and shareholders’ equity and statements of cash flows for the nine month period then ended (the documents in clauses (i) and (ii) collectively the “Audited Financial Statements”). (b) The Audited Each of the consolidated balance sheets contained in the Financial Statements fairly presents in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of income and shareholders’ equity and statements of cash flows included in the Financial Statements fairly presents in all material respects the consolidated results of operations, shareholders’ equity or cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods to which they relate (i) have been prepared subject, in the case of any unaudited interim financial statements, to normal year-end adjustments and the absence of footnote disclosures), in each case in accordance with SFRS, GAAP applied on a consistent basis (during the periods involved, except as may be indicated in the notes thereto), and (ii) give a true and fair view of the financial position, results of operations and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the respective periods indicatednoted therein. (c) The Company has made available to Purchaser true, complete and correct copies Since the date of the unaudited consolidated latest financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 (the “Company Form 10-Q”) and except as disclosed therein, neither the Company nor any of its Subsidiaries has (i) sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or action or Order from any applicable Governmental Authority, (ii) issued or granted any securities (other than pursuant to (x) employee benefit plans, qualified stock option plans, other employee compensation plans or non-employee director compensation programs in existence on the date hereof and described in the Company Form 10-Q or (y) options, warrants or rights outstanding on the date hereof), (iii) incurred any liability or obligation, direct or contingent, other than liabilities and obligations that were incurred in the ordinary course of business, (iv) entered into any transaction not in the ordinary course of business (other than as described in the Company Form 10-Q (without giving effect to any supplements or amendments thereto after the execution and delivery of this Agreement)), or (v) declared or paid any dividend on its Capital Stock, and, since such date, there has not been any change in the Equity Interests or long-term debt of the Company or any of its Subsidiaries (other than as described in the Company Form 10-Q (without giving effect to any supplements or amendments thereto after the execution and delivery of this Agreement)) or any adverse change, or any development involving a prospective adverse change, in or affecting the condition (financial or otherwise), results of operations, stockholders’ equity, properties, management, business or prospects of the Company and its Subsidiaries, taken as a whole, in each case except as could not, individually or in the Subsidiaries as of and for the quarter ended June 30aggregate, 2014, including reasonably be expected to have a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”)Material Adverse Effect. (d) The Unaudited Financial Statements Except as set forth in Section 3.5(d) of the Disclosure Schedule, the Company maintains a system of internal controls over financial reporting (ias such term is defined in Rule 13a-15(f) have of the Exchange Act) that complies with the requirements of the Exchange Act and that has been prepared designed by, or under the supervision of, the Company’s principal executive and principal financial officers, to provide assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the same accounting policies and principles GAAP. Except as those adopted set forth in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRS, and (iiSection 3.5(d) present fairly in all material respects the assets, liabilities, income and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the periods indicated. (e) The Company has made available to Purchaser true, complete and correct copies of (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the CompanyDisclosure Schedule, the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (g) The Company has devised and maintained systems of maintains internal accounting controls with respect to its business sufficient to provide reasonable assurances assurance that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit the preparation of the Company’s financial statements in conformity with SFRSGAAP and to maintain accountability for its assets, (iii) access to the Company’s assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for the Company’s assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. As of the date of the most recent balance sheet of the Company and its consolidated Subsidiaries reviewed or audited by EKS&H LLP and the audit committee of the board of directors of the Company, there were no material weaknesses in the Company’s internal controls. (e) Except as set forth in Section 3.5(e) of the Disclosure Schedule, since the date of the most recent balance sheet of the Company and its consolidated Subsidiaries reviewed or audited by EKS&H LLP and the audit committee of the board of directors of the Company, (i) the Company has not been advised of or become aware of (x) any significant deficiencies in the design or operation of internal controls, that could adversely affect the ability of the Company or any of its Subsidiaries to record, process, summarize and report financial data, or any material weaknesses in internal controls, and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Company and each of its Subsidiaries; and (ii) there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

Financial Statements; Internal Controls. (a) The Company has made available Attached to Purchaser true, complete and correct copies Section 4.5(a) of the Seller Disclosure Schedule are the audited consolidated financial combined balance sheets of the Business (without giving effect to the Reorganization) as of June 30, 2004 and June 30, 2005 and audited statements of the Company combined earnings, group equity and the Subsidiaries as of and cash flows, for the fiscal years ended December 31June 30, 20112003, December 31June 30, 2012 2004 and December 31June 30, 2013 2005 (in each case, without giving effect to the most recent such date, the “Balance Sheet Date”Reorganization), together with all related notes and schedules thereto, accompanied by the audit report of the independent auditor of the Company thereonDeloitte & Touche LLP (collectively, including, in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Audited Company Financial Statements”). The Company Financial Statements fairly present in all material respects the combined financial position of the Business (without giving effect to the Reorganization) as of the respective dates thereof, and the combined results of the operations of the Business (without giving effect to the Reorganization) for the respective fiscal periods covered thereby, in each case in accordance with GAAP consistently applied during the periods involved, except as indicated in any notes thereto. (b) Attached to Section 4.5(b) of the Seller Disclosure Schedule is the unaudited combined balance sheet of the Business (without giving effect to the Reorganization) as of December 31, 2005 and unaudited statements of combined earnings, group equity and cash flows, for the quarterly period ended December 31, 2005 (without giving effect to the Reorganization) (collectively, the “Unaudited Financial Statements”). The Audited Unaudited Financial Statements fairly present in all material respects the combined financial position of the Business (iwithout giving effect to the Reorganization) as of the date thereof, and the combined results of the operations of the Business (without giving effect to the Reorganization) for the fiscal period covered thereby, and have been prepared in accordance with SFRSGAAP, consistently applied during the periods involved, in a manner consistent with Parent’s accounting policies and procedures described in Parent’s Annual Report on a consistent basis Form 10-K, filed August 31, 2005, by Parent with the Securities and Exchange Commission and its Quarterly Report on Form 10-Q, filed November 7, 2005, by Parent with the Securities and Exchange Commission (except as may be indicated in the notes thereto“Parent’s Accounting Policies”), and (ii) give a true and fair view of the financial position, results of operations and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the respective periods indicated. (c) The Company has made available to Purchaser trueTo the Knowledge of Parent, complete no significant deficiencies or material weaknesses exist in the design or operation of (i) disclosure controls and correct copies procedures (as defined in Rule 13a-15(e) of the unaudited consolidated financial statements Exchange Act) to ensure that material information relating to the Companies, including the Subsidiaries, is made known to the management of the Company and Companies by others within those entities, or (ii) internal controls over financial reporting (as defined in Rule 13a-15(f) of the Subsidiaries as of and for the quarter ended June 30, 2014, including a balance sheet and statements of comprehensive income (lossExchange Act), cash flows that would materially adversely affect the Companies’ ability to record, process, summarize and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”)report financial data. (d) The Unaudited Financial Statements (i) have been prepared in accordance with the same accounting policies and principles as those adopted in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRS, and (ii) present fairly in all material respects the assets, liabilities, income and cash flows As of the Company and date hereof, none of the Companies or Subsidiaries on a consolidated basis as of and for the periods indicatedhas any outstanding Indebtedness, other than Indebtedness that will be discharged, terminated or cancelled pursuant to Section 6.12. (e) The Company has made available to Purchaser trueCompanies and Subsidiaries have not made, complete and correct copies of (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31Closing Date will not have made, 2013, together with any dividends or distributions that reduce the report distributable reserves (or equivalent items under local applicable Law) of the independent auditor any Company or Subsidiary to a negative amount or in violation of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”)applicable Law. (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (g) The Company has devised and maintained systems of internal accounting controls with respect to its business sufficient to provide reasonable assurances that transactions are recorded as necessary to permit the preparation of financial statements in conformity with SFRS.

Financial Statements; Internal Controls. (a) The Attached as Section 5.9(a) of the Company has made available to Purchaser Disclosure Letter are: true, fair and complete and correct copies of the audited unaudited consolidated financial balance sheets of the Group Companies, and the related statements of the Company operations and the Subsidiaries statements of cash flows, as of and for the years ended December 31June 30, 20112023 and June 30, December 31, 2012 and December 31, 2013 (the most recent such date2022(such financial statements, the “Balance Sheet DateAudited Financial Statements”, and together with any Interim Financial Statements (as defined below), together with the report of the independent auditor of the Company thereon, including, in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Audited Financial Statements”). (b) The Audited Financial Statements (i) were prepared from the books and records of the Group Companies; (ii) were prepared on an accrual basis in accordance with GAAP; (iii) contain and reflect all necessary adjustments and accruals for a fair presentation of the Company’s financial condition on a consolidated basis as of date of the respective period then ended (such date, the “Statements Date”) including for all warranty, maintenance, services and indemnification obligations; and (iv) contain and reflect adequate provisions for all Liabilities for all material Taxes applicable to the Company with respect to the applicable Statements Date. The Financial Statements truly and fairly reflect in all material respects the outstanding Indebtedness of the Company as of the applicable Statement Date, subject to any adjustment in the Financial Statements. The Financial Statements when delivered (i) shall give a true and fair view of the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations, their consolidated incomes, their consolidated changes in equity and their consolidated cash flows for the respective periods then ended, (ii) shall have been prepared in accordance conformity with SFRS, GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), (iii) shall have been prepared from, and (ii) give a true shall have been in accordance in all material respects with, the books and fair view of the financial position, results of operations and cash flows records of the Company and its consolidated Subsidiaries, (iv) shall contain and reflect all necessary adjustments and accruals for a fair presentation of the Subsidiaries Company’s financial position on a consolidated basis as of their dates including for all warranty, maintenance, service and indemnification obligations, (v) shall contain and reflect adequate provisions for all Liabilities for all material Taxes applicable to the Group Companies with respect to the periods then ended, and (vi) in the case of the Financial Statements when delivered by the Company for inclusion in the Proxy/Registration Statement for filing with the SEC following the date of this Agreement in accordance with Section 7.3, will comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant, in effect as of the respective periods indicateddates thereof. (c) The Neither the Company has made available to Purchaser true, complete and correct copies of the unaudited consolidated financial statements nor any director or officer of the Company and the Subsidiaries as nor or any of and for the quarter ended June 30its Subsidiaries, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). (d) The Unaudited Financial Statements (i) have been prepared in accordance with the same accounting policies and principles as those adopted in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRS, and (ii) present fairly in all material respects the assets, liabilities, income and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the periods indicated. (e) The Company has made available to Purchaser true, complete and correct copies of (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the Company, any independent auditor of the Goodwood Unaudited Management Accounts have Company or its Subsidiaries, has, since July 1, 2021, identified or been prepared made aware of (i) any significant deficiency or material weakness in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (g) The Company has devised and maintained systems system of internal accounting controls with respect to utilized by the Company or any of its business Subsidiaries, (ii) any fraud, whether or not material, that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or any of its Subsidiaries or (iii) any claim or allegation regarding any of the foregoing. (d) Since July 1, 2021, the Company has maintained a system of internal accounting controls which is reasonably sufficient to provide reasonable assurances assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with SFRSGAAP 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 books and records of the Company have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.

Financial Statements; Internal Controls. (a) The Company has made available to Purchaser Attached as Section 5.8(a) of the SIM Disclosure Letter are true, correct and complete and correct copies of (i) the audited consolidated financial balance sheets of the SIM Group as of December 31, 2017 and December 31, 2016 and the audited consolidated statements of operations and comprehensive loss, stockholders’ equity (deficit) and cash flows of the Company and the Subsidiaries as of and SIM Group for the years ended December 31, 20112017, December 31, 2012 2016 and December 31, 2013 2015 (the most recent such datecollectively, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, including, in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “SIM Audited Financial Statements”). (b) The Audited Financial Statements (i) have been prepared in accordance with SFRS, applied on a consistent basis (except as may be indicated in the notes thereto), and (ii) give a true the draft unaudited consolidated balance sheets and fair view of the financial position, results statements of operations and comprehensive loss, stockholders’ equity and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the respective periods indicated. (c) The Company has made available to Purchaser true, complete and correct copies of the unaudited consolidated financial statements of the Company and the Subsidiaries SIM Group as of and for the quarter ended June 30, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity 2018 (the “SIM Unaudited Financial Statements” and, together with the SIM Audited Financial Statements, the “SIM Financial Statements”). (db) The Unaudited Except as set forth in Section 5.8(b) of the SIM Disclosure Letter, the SIM Financial Statements (i) have been prepared in accordance with the same accounting policies and principles as those adopted in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRS, and (ii) fairly present fairly in all material respects the assetsconsolidated financial position of the SIM Group, liabilitiesas at the respective dates thereof, income and the consolidated results of operations, income, changes in stockholders’ equity (deficit) and cash flows for the respective periods then ended (subject, in the case of the Company SIM Unaudited Financial Statements, to the absence of normal year-end audit adjustments (none of which is expected to be material) and the Subsidiaries absence of footnotes), (ii) were prepared in conformity with IFRS applied on a consolidated consistent basis during the periods involved (except, in the case of the SIM Audited Financial Statements, as may be indicated in the notes thereto and subject, in the case of the SIM Unaudited Financial Statements, to the absence of footnotes and normal year-end audit adjustments (none of which is expected to be material)), (iii) in the case of the SIM Audited Financial Statements, were audited in accordance with IFRS, (iv) were prepared from, and are in accordance with, the Books and Records of the SIM Group and (v) when delivered by SIM for inclusion in the Registration Statement for filing with the SEC following the date of this Agreement in accordance with Section 8.7, will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of and for the periods indicatedrespective dates thereof. (ec) The Company SIM Group maintains and, for all periods covered by the SIM Financial Statements, has made available to Purchaser true, complete and correct copies of maintained (i) the audited consolidated financial statements of Goodwood as of Books and for the year ended December 31, 2013, together with the report Records of the independent auditor SIM Group in the ordinary course of Goodwood thereon, including a balance sheet business that accurately and statements fairly reflect the transactions and dispositions of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) assets of the SIM Group in all material respects and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (g) The Company has devised and maintained systems system of internal accounting controls with respect to its business sufficient to provide provide, in all material respects, reasonable assurances (w) that transactions, receipts and expenditures of the SIM Group are being executed and made only in accordance with appropriate authorizations of management of SIM, (x) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with SFRSIFRS and to maintain accountability for assets, (y) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the SIM Group and (z) that accounts, notes and other receivables and Inventory are recorded accurately. Since January 1, 2015, no member of the SIM Group has received from its independent auditors any written notification of any (x) “significant deficiency” in the internal controls over financial reporting of the SIM Group, (y) “material weakness” in the internal controls over financial reporting of the SIM Group or (z) fraud, whether or not material, that involves management or other employees of the SIM Group who have a significant role in the internal controls over financial reporting of the SIM Group. (d) Except as set forth in Section 5.8(d) of the SIM Disclosure Letter, no member of the SIM Group is a party to any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC).

Financial Statements; Internal Controls. (a) The Attached hereto as Section 4.05 of the Company has made available to Purchaser true, Disclosure Schedule are true and complete and correct copies of the following financial statements (such statements and the notes related thereto, the “Company Financial Statements”): the audited consolidated financial statements of the Company, which comprise the Group (being the Company and the its Subsidiaries as and their interests in associates and joint ventures) income statement, Group statement of comprehensive income, Group statement of financial position, Group statement of changes in equity, Group statement of cash flows, and related notes, for the fiscal years ended December ended, March 31, 2010, March 31, 2011, December March 31, 2012 2012, including the directors’ responsibilities statements and December 31, 2013 (the most recent such date, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, including, in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and unqualified statutory auditor’s reports related notes (the “Audited Financial Statements”)thereto. (b) The Audited Since March 31, 2009, the Company Financial Statements (i) have been prepared from and for the periods covered thereby are in accordance in all material respects with the books and records of the Company and its consolidated Subsidiaries, (ii) have been prepared in accordance with SFRS, IFRS applied on a consistent basis throughout the periods covered thereby (except as may be expressly indicated in the notes thereto), ) and (iiiii) give a true and fair view of the consolidated financial position, position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations and the cash flows for the periods then ended in accordance with IFRS. (c) Since March 31, 2009, the books of account, minute books and other records of the Company and each other member of the AB Group and, to the Knowledge of the Company, each AB Principal JV, are complete and correct in all material respects in accordance with Applicable Law, and have recorded therein the results of operations and the assets and liabilities of the Company and each other member of the AB Group and, to the Knowledge of the Company, each AB Principal JV, as applicable, required to be reflected in accordance with IFRS in all material respects. Since March 31, 2009, each of the Company and the Subsidiaries on a consolidated basis as of and for the respective periods indicated. (c) The Company has made available to Purchaser true, complete and correct copies other members of the unaudited AB Group and, to the Knowledge of the Company, each AB Principal JV, has maintained a system of accounting and internal controls effective to provide reasonable assurances regarding the reliability of the consolidated financial reporting and the preparation of the consolidated financial statements of the Company and the its consolidated Subsidiaries as of and for the quarter ended June 30, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” and, together in accordance with the Audited Financial Statements, the “Financial Statements”)IFRS in all material respects. (d) The Unaudited Financial Statements (i) have been prepared in accordance with Since March 31, 2009, neither the same accounting policies and principles as those adopted in preparing Company nor any other member of the AB Group nor, to the Knowledge of the Company’s management accounts for , any AB Principal JV, has received any complaint, allegation, assertion or claim regarding the preceding three years andaccounting or auditing practices, for those items includedprocedures, such items have been calculated in a manner consistent with SFRS, and (ii) present fairly in all material respects the assets, liabilities, income and cash flows methodologies or methods of the Company or any other member of the AB Group or any AB Principal JV, or their respective internal accounting controls, relating to periods after March 31, 2009, except for any complaints, allegations, assertions or claims that have not had, and would not reasonably be expected to have, individually or in the Subsidiaries on aggregate, a consolidated basis as of and for the periods indicatedCompany Material Adverse Effect. (e) The Except as set forth on Section 4.05(e) of the Company Disclosure Schedule, neither the Company nor any other member of the AB Group is a party to, or has made available any commitment to Purchaser truebecome a party to, complete and correct copies any material off-balance sheet partnership or arrangements, or any similar Contract where the result, purpose or effect of (i) such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the audited consolidated Company or any other member of the AB Group, as applicable, in their respective financial statements of Goodwood as of and for (including the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Company Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (g) The Company has devised and maintained systems of internal accounting controls with respect to its business sufficient to provide reasonable assurances that transactions are recorded as necessary to permit the preparation of financial statements in conformity with SFRS.

Financial Statements; Internal Controls. (a) The Section 3.5(a) of the Company has made available to Purchaser true, complete and correct copies of Disclosure Letter sets forth (i) the audited consolidated financial statements balance sheets of the Company and the its Subsidiaries as of September 26, 2020 and for September 28, 2019 and the years ended December 31audited consolidated statement of operations, 2011, December 31, 2012 and December 31, 2013 (the most recent such date, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, including, in each case, a balance sheet and statements of comprehensive income (loss), statements of changes in redeemable preferred and common units and members’ deficit and statements of cash flows of the Company and retained earnings or shareholders’ equity and related notes its Subsidiaries for the fiscal years then ended, together with the auditor’s reports thereon (the “Audited Financial Statements”). (b) The Audited Financial Statements (i) have been prepared in accordance with SFRS, applied on a consistent basis (except as may be indicated in the notes thereto), and (ii) give a true and fair view the unaudited consolidated balance sheet of the financial positionCompany and its Subsidiaries as of September 25, results 2021 and the unaudited consolidated statement of operations and statement of cash flows of the Company and the its Subsidiaries on a consolidated basis as of and for the respective periods indicated. (c) The Company has made available to Purchaser true, complete and correct copies of the unaudited consolidated financial statements of the Company and the Subsidiaries as of and for the quarter fiscal year then ended June 30, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). (d) . The Unaudited Financial Statements (i) have been prepared in accordance with the same accounting policies and principles as those adopted in preparing the Company’s management accounts including, for the preceding three years andavoidance of doubt, for those items included, such items have been calculated in a manner consistent with SFRS, any related notes and schedules thereto) (iiA) present fairly fairly, in all material respects respects, the assetsconsolidated financial position, liabilitiesresults of operations, income (loss), changes in redeemable preferred and common units and members’ deficit and cash flows of the Company and the its Subsidiaries on a consolidated basis as of the dates and for the periods indicated. indicated in such Financial Statements (e) The Company has made available to Purchaser trueexcept, complete and correct copies in the case of (i) the audited consolidated financial statements of Goodwood as of and Unaudited Financial Statements, for the year ended December 31, 2013, together with the report absence of the independent auditor of Goodwood thereon, including a balance sheet footnotes and statements of comprehensive income (lossother presentation items and normal year-end adjustments that will not be material in amount and effect), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (iiB) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts have been in each case were prepared in accordance with GAAP, consistently applied during the same accounting policies periods involved, and principles as those adopted by Goodwood were derived from, and accurately reflect in preparing all material respects, the books and records of the Company and its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRSSubsidiaries. (gb) The Company has devised and maintained systems maintains a system of internal accounting controls with respect to its business that are sufficient to provide reasonable assurances that assurance that: (a) transactions are executed in accordance with management’s general or specific authorizations; (b) transactions are recorded as necessary to permit the preparation of financial statements in conformity with SFRSGAAP and to maintain asset accountability; (c) access to property is permitted only in accordance with management’s general or specific authorization; and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (c) Since September 25, 2021 (the “Applicable Date”), neither the Company nor any of its Subsidiaries (including any director, officer or employee thereof) nor the Company’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company or (ii) any fraud, whether or not material, that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company, nor has any written complaint, allegation, assertion or claim regarding any of the foregoing or that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices been received by the Company or any of its Subsidiaries. (d) There are no outstanding loans or other extensions of credit made by the Company to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. The Company has not taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Financial Statements; Internal Controls. (a) The audited statements of total assets, total liabilities and shareholders’ equity and total comprehensive income of the Company has made available for the fiscal years ended December 31, 2022 and 2021 (collectively, the “Audited Financial Statements”), were prepared and audited in accordance with the standards, principles and practices specified therein and, subject thereto, in accordance with GAAP, the standards of the American Institute of Certified Public Accountants and applicable Law as at the Balance Sheet Date, except as otherwise noted therein. Prior to Purchaser the date hereof, true, complete and correct copies of the audited consolidated financial statements of the Company Audited Financial Statements and the Subsidiaries accompanying independent auditors’ reports, as of and for the years ended December 31applicable, 2011, December 31, 2012 and December 31, 2013 (the most recent such date, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, including, in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Audited Financial Statements”)have been made available to Acquiror. (b) The Audited Financial Statements (i) have been prepared in accordance with SFRS, applied on a consistent basis (except as may be indicated in Prior to the notes thereto), and (ii) give a true and fair view of date hereof the financial position, results of operations and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the respective periods indicated. (c) The Company has made available to Purchaser Acquiror true, complete and correct copies of the unaudited consolidated financial balance sheets and related unaudited consolidated statements of income, shareholders’ equity and cash flows of the Company and the Subsidiaries as of March 31, 2022 and for the quarter ended June 30March 31, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity 2023 (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). (d) The . Subject to notes and normal year-end audit adjustments that are not material in amount or effect, the Unaudited Financial Statements (i) have been were prepared in accordance with the same accounting policies standards, principles and principles as those adopted practices specified in preparing the Company’s management accounts for the preceding three years Audited Financial Statements and, for those items includedsubject thereto, such items have been calculated in accordance with applicable Law and show a manner consistent with SFRStrue and fair view, in all material respects, of the: (i) assets, liabilities, the financial position and state of affairs of the Company as of March 31, 2022 and March 31, 2023 and (ii) the profits and losses and cash flow of the Company for the three-month period ended as of March 31, 2022 and March 31, 2023, respectively. (c) The Financial Statements were derived from the books and records of the Company and prepared in accordance with GAAP, except as may be indicated in the notes thereto and using in all material respects the same accounting principles, practices, procedures, policies and methods (with consistent classifications, judgments, inclusions, exclusions and valuation and estimation methodologies) used and applied in the preparation of the consolidated financial statements of the Company in the last two (2) years. The Financial Statements fairly present fairly in all material respects the assets, liabilities, income cash flow and cash flows financial condition and results of operations of the Company and the Subsidiaries on a consolidated basis as of the times and for the periods indicatedreferred to therein. Since the Balance Sheet Date, the Company has not made any material change in the accounting practices or policies applied in the preparation of the Financial Statements, except as required by applicable Law or GAAP. (ed) The Company has maintains a system of accounting and internal controls designed to provide reasonable assurances regarding the reliability of the financial reporting and the preparation of the financial statements of the Company in accordance in all material respects with GAAP. Since its inception, the Company (including the Company’s personnel and independent accountants who participated in the preparation or review of financial statements or the internal accounting controls employed by the Company) have not identified nor been made available to Purchaser true, complete and correct copies aware of (i) any significant deficiency or material weakness in the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (g) The Company has devised and maintained systems system of internal accounting controls utilized by the Company, (ii) any Fraud, whether or not material, that involves management of the Company or any personnel involved in financial reporting or (iii) any written claim or allegation regarding any of the foregoing. The Financial Statements, when delivered by the Company for inclusion in the Registration Statement for filing with respect to its business sufficient to provide reasonable assurances that transactions are recorded the SEC following the date of this Agreement in accordance with Section 8.02, will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC and the Securities Act in effect as necessary to permit the preparation of financial statements in conformity with SFRSsuch date.

Financial Statements; Internal Controls. (a) The Company has made available to Purchaser true, complete and correct copies of Attached hereto as Schedule 2.7(a) are the audited consolidated financial statements balance sheets of the Company as of as of December 31, 2015 and as of December 31, 2014 (the “Balance Sheet”) and the Subsidiaries corresponding audited income statements, cash flow statements and statements showing the Company’s EBITDA for the fiscal periods then ended (hereinafter collectively referred to as the “Financial Statements”). The Financial Statements (i) have been prepared from the books and records of the Company, (ii) have been prepared in accordance with GAAP consistently applied during the periods covered thereby, and (iii) present fairly in all material respects the financial condition and results of operations of the Company as at the dates, and for the years ended December 31periods, 2011stated therein. For the purposes of this Agreement, December 31, 2012 generally accepted accounting principles shall mean generally accepted accounting principles set forth in the opinions and December 31, 2013 (the most recent such date, the “Balance Sheet Date”), together with the report pronouncements of the independent auditor Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Company thereon, including, in each case, a balance sheet and statements Financial Accounting Standards Board which are applicable to the circumstances as of comprehensive income the date of determination (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Audited Financial StatementsGAAP”). (b) The Audited Company has in place systems and processes that: (i)provide it with reasonable assurances regarding the reliability of the Financial Statements (i) have been prepared Statements, and in accordance with SFRS, applied on a consistent basis (except as may timely manner accumulate and communicate to the Company’s principal executive officer and principal financial officer the type of information that would be indicated required to be disclosed in the notes thereto), Financial Statements; and (ii) give a true and fair view are adequate for its current business operations. To the Company’s Knowledge, there have been no instances of fraud, whether or not material, which occurred during any period covered by the financial position, results of operations and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the respective periods indicatedFinancial Statements. (c) The Company has made available Except as otherwise described on Schedule 2.7(c) herein, to Purchaser true, complete and correct copies of the unaudited consolidated financial statements of the Company and the Subsidiaries as of and for the quarter ended June 30, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). (d) The Unaudited Financial Statements (i) have been prepared in accordance with the same accounting policies and principles as those adopted in preparing the Company’s management accounts for Knowledge, no Employee has provided information to any Governmental Entity regarding the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRS, and (ii) present fairly in all material respects the assets, liabilities, income and cash flows commission of any crime or violation of any Law applicable to the Company and the Subsidiaries on a consolidated basis as or any part of and for the periods indicatedits operations. (e) The Company has made available to Purchaser true, complete and correct copies of (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (g) The Company has devised and maintained systems of internal accounting controls with respect to its business sufficient to provide reasonable assurances that transactions are recorded as necessary to permit the preparation of financial statements in conformity with SFRS.

Financial Statements; Internal Controls. (a) APB has previously delivered to Umpqua true and complete copies of (A) its balance sheets as of December 31, 2009, 2010 and 2011 and the related statements of operations, stockholders' equity and cash flows for the fiscal years then ended, audited by ▇▇▇▇▇-▇▇▇▇▇ LLP or ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, including the footnotes thereto, if any, additional or supplemental information supplied therewith and the report prepared in connection therewith by the independent certified public accountants auditing such financial statements; and (B) its interim monthly financial reports and financial statements for the period beginning after December 31, 2011 and ended on February 29, 2012, which are included in Section 4.3(a) of the APB Disclosure Schedule. The Company has made available to Purchaser documents described in clauses (A) and (B) above (collectively, the "APB Financial Statements"): (i) are true, complete and correct copies of the audited consolidated financial statements of the Company and the Subsidiaries as of and for the years ended December 31, 2011, December 31, 2012 and December 31, 2013 (the most recent such date, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, including, in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Audited Financial Statements”). (b) The Audited Financial Statements (i) have been prepared in accordance with SFRS, applied on a consistent basis (except as may be indicated in the notes thereto), and all material respects; (ii) give a true and fair view of the financial position, results of operations and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the respective periods indicated. (c) The Company has made available to Purchaser true, complete and correct copies of the unaudited consolidated financial statements of the Company and the Subsidiaries as of and for the quarter ended June 30, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). (d) The Unaudited Financial Statements (i) have been prepared are in accordance with the same accounting policies books and principles as those adopted in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRS, and records of APB; (iiiii) present fairly and accurately in all material respects the assets, liabilities, income revenues, expenses and cash flows financial condition of APB as of the Company dates thereof, and the Subsidiaries on a consolidated basis as results of and operations for the periods indicatedthen ended; (iv) were prepared on a consistent basis throughout the periods involved; and (v) have been prepared in accordance with GAAP (or in accordance with regulatory accounting principles to the extent different from GAAP and required by a Regulatory Authority to which APB is subject). (eb) The Company has made available APB does not have any material liability (whether absolute, accrued, contingent or otherwise and whether due or to Purchaser truebecome due), complete and correct copies except for those liabilities that are reflected on or reserved against the consolidated balance sheet of (i) the audited consolidated financial statements of Goodwood as of and APB for the year ended December 31, 20132011 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since December 31, 2011, or in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of APB are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of APB (subject to APB's contract for service bureau technology services) or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on the system of internal accounting controls described in Section 4.3(f). (d) Since December 31, 2011, (A) through the date hereof, neither APB nor, to APB's Knowledge, any director, officer, employee, auditor, accountant or representative of APB has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of APB or its internal accounting controls, including any material complaint, allegation, assertion or claim that APB has engaged in questionable accounting or auditing practices, and (B) no attorney representing APB, whether or not employed by APB, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by APB or any of its officers, directors, employees or agents to the Board of Directors of APB or any committee thereof or to any director or officer of APB. APB has delivered or made available to Umpqua copies of all management or other letters delivered to APB by its independent accountants in connection with any of the financial statements of APB or by such accountants or any consultant regarding the internal controls or internal compliance procedures and systems of APB issued at any time since January 1, 2009, and will make available for inspection by Umpqua or its representatives, at such times and places as Umpqua may reasonably request, reports and working papers produced or developed by such accountants or consultants, subject to the approval, terms, and conditions of those accountants or consultants. (e) Since December 31, 2009, APB has timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, required to be filed with any Regulatory Authority (collectively, the "Regulatory Filings") and all other material reports and statements required to be filed, including, without limitation, any report or statement required to be filed pursuant to the laws of the independent auditor United States and the rules and regulations of Goodwood thereonany Regulatory Authority, including a balance sheet and has paid all fees and assessments due and payable in connection therewith. As of their respective dates, each of such reports, registrations and statements were (i) true and complete in all material respects (or was amended so as to be so promptly following discovery of comprehensive income (lossany discrepancy), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) complied in all material respects with all the unaudited consolidated management accounts laws, rules and regulations of Goodwood as the applicable Regulatory Authority with which they were filed and (iii) none contained any untrue statement of and for a material fact or omitted to state a material fact required to be stated therein or necessary to make the quarter ended March 31statements therein, 2014 (in light of the “Goodwood Unaudited Management Accounts”)circumstances under which they were made, not misleading. (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in APB maintains a manner consistent with SFRS. (g) The Company has devised and maintained systems system of internal accounting controls with respect to its business sufficient to provide reasonable assurances that assurance that: (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with SFRSGAAP 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 actions are taken with respect to any differences. APB has disclosed, based on its most recent evaluation prior to the date hereof, to its auditors and the audit committee of its Board of Directors (1) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect its ability to record, process, summarize and report financial data and has identified for its auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls. (g) Since December 31, 2011, APB has not incurred any liability other than in the ordinary course of business consistent with past practice or as otherwise contemplated by this Agreement. (h) Since December 31, 2011, (A) APB has conducted its business in the ordinary and usual course consistent with past practice, (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 4.3 or otherwise), has had or could be reasonably likely to have a Material Adverse Effect on APB; and (C) APB has not suffered a change in its business, financial condition or results of operations since December 31, 2011 that has had a Material Adverse Effect on APB. (i) Section 4.3(i) of the APB Disclosure Schedule sets forth a true and complete list of all affiliated APB entities, including without limitation all special purpose entities, limited purpose entities and qualified special purpose entities, in which APB or any APB Subsidiary or any executive officer or director of APB or any APB Subsidiary has an economic or management interest. Section 4.3(i) of the APB Disclosure Schedule also sets forth a true and complete list of all transactions, arrangements, and other relationships between or among any such APB affiliated entity, APB, any APB Subsidiary, and any executive officer or director of APB or any APB Subsidiary that are not reflected in the consolidated financial statements of APB (each, an "APB Off Balance Sheet Transaction"), along with the following information with respect to each such APB Off Balance Sheet Transaction: (i) the business purpose, activities, and economic substance; (ii) the key terms and conditions; (iii) the potential risk to APB or any APB Subsidiary; (iv) the amount of any guarantee, line of credit, standby letter of credit or commitment, or any other type of arrangement, that could require APB or any APB Subsidiaries to fund any obligations under any such transaction; and (v) any other information that could reasonably have a Material Adverse Effect on APB or any APB Subsidiary.

Financial Statements; Internal Controls. (a) The Company Seller has made available to each Purchaser true, complete and correct copies of of: the audited consolidated financial statements of the Company and the Subsidiaries as of and for the years ended December 31, 2011, December 31, 2012 and December 31, 2013 (the most recent such date, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, including, in each case, a balance sheet and unaudited consolidated interim financial statements of comprehensive income (loss)Seller included in the Seller SEC Documents and such statements are complete and correct in all material respects, cash flows and retained earnings or shareholders’ equity and related notes (the “Audited Financial Statements”). (b) The Audited Financial Statements (i) have been prepared in accordance with SFRSGAAP consistently applied, applied on a consistent basis and fairly present (except as may be indicated in the notes thereto), ) the consolidated financial position of Seller and (ii) give a true and fair view its consolidated Subsidiaries as of the financial position, dates thereof and their consolidated results of operations and cash flows of for the Company periods then ended (except with respect to the unaudited interim financial statements for normal recurring year-end adjustments that, individually or in the aggregate, would not be material); the Seller Financial Statements and the Subsidiaries on a consolidated basis as of Indian Subsidiary Financial Statements and for the respective periods indicated. (c) The Company has made available to Purchaser true, such statements are complete and correct copies of the unaudited consolidated financial statements of the Company and the Subsidiaries as of and for the quarter ended June 30in all material respects, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). (d) The Unaudited Financial Statements (i) have been prepared in accordance with GAAP consistently applied (or with respect to the same accounting policies and principles as those adopted in preparing the Company’s management accounts Indian Subsidiary for the preceding three years andaudited balance sheet and statement of income of the Indian Subsidiary and the footnotes thereto for the fiscal year ended March 31, for those items included2008, such items have been calculated in a manner consistent accordance with SFRSIndia statutory audit requirements and generally accepted accounting principles in India), and fairly present (iiexcept as may be indicated in the notes thereto) present the consolidated financial position of the Sale Business as of the dates thereof and the consolidated results of operations for the periods then ended (except with respect to the unaudited interim financial statements for normal recurring year-end adjustments that, individually or in the aggregate, would not be material); the Seller Balance Sheet, which is complete and correct in all material respects, has been prepared in good faith and fairly presents (except as may be indicated in the notes thereto) the consolidated financial position of the Sale Business as of the date thereof; and the Seller Income Statement, which is complete and correct in all material respects, has been prepared in good faith and fairly presents (except as may be indicated in the notes thereto) the consolidated results of operation of the Sale Business for the period then ended (with a good faith estimate and allocation of the costs and expenses of Seller related to the Sale Business during such period). Seller and its Subsidiaries make and keep books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of their respective assets. The Seller's system of internal controls over financial reporting is sufficient in all material respects the assets, liabilities, income and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the periods indicated. (e) The Company has made available to Purchaser true, complete and correct copies of provide reasonable assurance (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (g) The Company has devised and maintained systems of internal accounting controls with respect to its business sufficient to provide reasonable assurances that transactions are recorded as necessary to permit the preparation of financial statements in conformity with SFRSGAAP and to maintain accountability for assets, (ii) that receipts and expenditures are executed in accordance with the authorization of management, (iii) that access to assets is permitted only in accordance with management's general or specific authorization and (iv) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the assets of Seller or any Subsidiary that would materially affect Seller's financial statements. No significant deficiency or material weakness was identified in management's assessment of internal controls as of March 31, 2008 or in any such assessment conducted since March 31, 2008. The financial projections and business plan provided by Seller to each Purchaser prior to the date hereof was reasonably prepared on a basis reflecting the management's best estimates, assumptions and judgments, at the time provided to such Purchaser, as to the future financial performance of the Sale Business. Seller's "disclosure controls and procedures" (as defined in Rules 13a-15(e) and 15d-15(e) under the ▇▇▇▇ ▇▇▇) are reasonably designed to ensure that (i) all information (both financial and non-financial) required to be disclosed by Seller in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC and (ii) all such information is accumulated and communicated to Seller's management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of Seller required under the 1934 Act with respect to such reports. The audit committee of the Seller Board includes an Audit Committee Financial Expert, as defined by Item 401(h)(2) of Regulation S-K. The Seller has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K, for senior financial officers, applicable to its principal financial officer, comptroller or principal accounting officer, or persons performing similar functions. The Seller has promptly disclosed any change in or waiver of Seller's code of ethics with respect to any such persons, as required by Section 406(b) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. To the Knowledge of Seller, there have been no violations of provisions of Seller's code of ethics by any such persons.

Financial Statements; Internal Controls. (a) The Company has made available to Purchaser Attached as Section 4.8(a) of the AARK Schedules are: true, correct and complete and correct copies of (i) the audited reviewed consolidated statement of financial positions and consolidated statements of comprehensive income, changes in equity and cash flows of the Company and its Subsidiaries, with the Subsidiaries absence of year-end audit adjustments and footnotes, as of and for the years ended December March, 31, 2011, December 2022 and March 31, 2012 and December 312021, 2013 (together with the most recent such datePCAOB Company Financial Statements, when delivered pursuant to Section 6.3, the “Balance Sheet Date”), together with the report of the independent auditor of the Audited Company thereon, including, in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Audited Financial Statements”). (b) The Audited Financial Statements (i) have been prepared in accordance with SFRS, applied on a consistent basis (except as may be indicated in the notes thereto), and (ii) give a true and fair view of the financial position, results of operations and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the respective periods indicated. (c) The Company has made available to Purchaser true, complete and correct copies of the unaudited consolidated financial statements of the Company and the Subsidiaries as of and for the quarter ended June 30, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). (d) The Unaudited Financial Statements (i) have been prepared in accordance with the same accounting policies and principles as those adopted in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRS, and (ii) present fairly in all material respects the assets, liabilities, income and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the periods indicated. (e) The Company has made available to Purchaser true, complete and correct copies of (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts statement of Goodwood financial positions and consolidated statements of comprehensive income, changes in equity and cash flows of the Company and its Subsidiaries as of and for the quarter ended March 31six-month period ending September 30, 2014 2022 (the “Goodwood Unaudited Management AccountsInterim Company Financial Statements” and together with the Audited Company Financial Statements, the “Company Financial Statements”). (b) Except as set forth on Section 4.8(b) of the AARK Schedules, at the Closing, the Company Financial Statements (i) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations, their consolidated incomes, their consolidated changes in equity and their consolidated cash flows for the respective periods then ended (subject, in the case of the Company Financial Statements, to normal year-end adjustment (none of which would be material individually or in the aggregate) and the absence of footnotes ), (ii) were prepared in conformity with the Generally Accepted Accounting Principles in India (“Indian GAAP”) on a consistent basis during the periods involved (except as may be indicated in the notes thereto and subject, in the case of the Company Financial Statements, to normal year-end adjustment and the absence of footnotes), (iii) were prepared from, and are in accordance in all material respects with, the books and records of the Company and its Subsidiaries and (iv) in the case of the Updated Company Financial Statements when delivered by the Company for inclusion in the Proxy/Registration Statement for filing with the SEC following the date of this Agreement in accordance with Section 6.3, will comply in all material respects with the applicable accounting requirements (including the standards of PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant, in effect as of the respective dates thereof. (c) The Pro Forma Company Financial Statements will, when provided, present fairly in all material respects the information shown therein and will have been compiled on a basis consistent with that of the Company Financial Statements. The assumptions, information and data used in the preparation of such Pro Forma Company Financial Statements are reasonably believed by the Company to be reasonable in light of current conditions and facts known to the Company, the pro forma adjustments used therein will be appropriate to give effect to the transactions or circumstances described therein, and the pro forma adjustments will have been properly applied to the historical amounts used in the preparation of such Pro Forma Company Financial Statements. (d) Attached as Section 4.8(d) of the AARK Schedules are: true, correct and complete copies of (i) the reviewed consolidated carve-out statement of financial positions and consolidated carve-out statements of comprehensive income and cash flows of the AARK Business as of and for the years ended March 31, 2022 and March 31, 2021 (together with the PCAOB AARK Financial Statements, when delivered pursuant to Section 6.3, the “Audited AARK Financial Statements”) and (ii) the unaudited consolidated carve-out statement of financial positions and consolidated carve-out statements of comprehensive income and cash flows of the AARK Business as of and for the six-month period ending September 30, 2022 (the “Interim AARK Financial Statements” and together with the Audited Company Financial Statements, the “AARK Financial Statements”). (e) Except as set forth on Section 4.8(e) of the AARK Schedules, at the Closing, the AARK Financial Statements (i) fairly present in all material respects the consolidated financial position of the AARK Business, as at the respective dates thereof, and the consolidated results of the operations, consolidated incomes and consolidated cash flows of the AARK Business for the respective periods then ended (subject, in the case of the AARK Financial Statements, to normal year-end adjustment (none of which would be material individually or in the aggregate) and the absence of footnotes ), (ii) were prepared in conformity with GAAP on a consistent basis during the periods involved (except as may be indicated in the notes thereto and subject, in the case of the AARK Financial Statements, to normal year-end adjustment and the absence of footnotes), (iii) were prepared from, and are in accordance in all material respects with, the books and records of AARK and (iv) in the case of the Updated AARK Financial Statements when delivered by AARK for inclusion in the Proxy/Registration Statement for filing with the SEC following the date of this Agreement in accordance with Section 6.3, will comply in all material respects with the applicable accounting requirements (including the standards of PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant, in effect as of the respective dates thereof. The AARK Financial Statements are presented on a carve-out basis to include the historical financial position and results of operations applicable to the AARK Business. The allocation of costs and expenses included in the AARK Financial Statements represent only a reasonable allocation methodology and are not necessarily indicative of the costs and expenses that would have resulted if the AARK Business had been operating as a separate entity or on a standalone basis. (f) To The Pro Forma AARK Financial Statements will, when provided, present fairly in all material respects the information shown therein and will have been compiled on a basis consistent with that of the AARK Financial Statements. The assumptions, information and data used in the preparation of such Pro Forma AARK Financial Statements are reasonably believed by AARK to be reasonable in light of current conditions and facts known to AARK, the pro forma adjustments used therein will be appropriate to give effect to the transactions or circumstances described therein, and the pro forma adjustments will have been properly applied to the historical amounts used in the preparation of such Pro Forma AARK Financial Statements. (g) No Group Company, nor any director or officer of a Group Company, nor, to the knowledge of the Company, any independent auditor of a Group Company, has identified or been made aware of (i) any significant deficiency or material weakness in the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (g) The Company has devised and maintained systems system of internal accounting controls with respect to its business utilized by each Group Company, (ii) any fraud, whether or not material, that involves a Group Company’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by each Group Company or (iii) any claim or allegation regarding any of the foregoing. (h) The books of account and other financial records of the Group Companies have been kept accurately in all material respects in the ordinary course of business, the transactions entered therein represent bona fide transactions, and the revenues, expenses, assets and liabilities of the Group Companies have been properly recorded therein in all material respects. Except as set forth on Section 4.8(h) of the AARK Schedules, there has been no change in the accounting methods or practices of any Group Company since the Most Recent Balance Sheet Date. The Group Companies have established and maintain a system of internal accounting controls which are reasonably sufficient to provide reasonable assurances assurance that (i) transactions, receipts and expenditures of the Group Companies are executed in accordance with management’s general or specific authorizations and in accordance with applicable Laws, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with SFRSIndian GAAP, as applicable, and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (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 and (v) that accounts, notes and other receivables and inventory are recorded accurately. The books and records of the Group Companies have been, and are being, maintained in all material respects in accordance with Indian GAAP, as applicable, and any other applicable legal and accounting requirements. (i) All accounts receivable of the Group Companies (i) are bona fide and valid receivables arising from sales actually made or services actually performed and arising in the ordinary course of business, (ii) are properly reflected on the books and records of the Group Companies and (iii) are not subject to any setoffs, counterclaims, credits or other offsets which are not reflected on the balance sheet of such Group Company as of the Most Recent Balance Sheet Date. No Person has any Lien on any accounts receivable or any part thereof, and no agreement for deduction, free goods or services, discount or other deferred price or quantity adjustment has been made by the Group Companies with respect to any accounts receivable other than in the ordinary course of business. No accounts receivable of the Group Companies, nor any part thereof, are related to the pre-billing of any customers. (j) All accounts payable of the Group Companies, whether reflected on the Financial Statements or subsequently created, are valid payables that have arisen from bona fide transactions in the ordinary course of business of the Group Companies. Since the Most Recent Balance Sheet Date, the Group Companies have paid their accounts payable in the ordinary course of business. (k) Section 4.8(k) of the AARK Schedules sets forth a true, correct and complete list all of the Indebtedness of the Group Companies, including the identity of any obligor and/or guarantor, the aggregate principal and interest owed in respect thereof and the maturity of each such instrument, as of the date that is one day prior to the date of this Agreement.

Financial Statements; Internal Controls. (a) The Company has made available to Purchaser trueAttached as Schedule 4.4 are (i) audited balance sheets for each Manager at December 31, complete 2005 and correct copies 2006 (provided such entities were in existence as of the such date) and audited consolidated financial statements of the Company income, changes in owners’ equity and the Subsidiaries as of and cash flow for the fiscal years ended December 31, 20112005 and 2006 (or such shorter periods as such entities have been in existence) (such financial statements, including the footnotes contained therein, the “Manager Audited Financial Statements”), (ii) unaudited balance sheets for each Manager at June 30, 2007 and unaudited statements of income for the six months ending on June 30, 2007 (the “Manager Unaudited Financial Statements”), (iii) an audited balance sheet for the Advisor at December 31, 2012 2005 and 2006 and audited statements of income, changes in owners’ equity and cash flow for the fiscal years ended December 31, 2013 2005 and 2006 (such financial statements, including the most recent such datefootnotes contained therein, the “Balance Sheet DateAdvisor Audited Financial Statements”); and, together with the report of the independent auditor of the Company thereonManager Audited Financial Statements, including, in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Audited Financial Statements”). , and (biv) an unaudited balance sheet for the Advisor at June 30, 2007 and unaudited statements of income and changes in owners’ equity and cash flow for the six months ended June 30, 2007 (the “Advisor Unaudited Financial Statements”; and together with the Manager Unaudited Financial Statements, the “Unaudited Financial Statements”). The Audited Financial Statements and Unaudited Financial Statements are collectively referred to herein as the “Service Provider Financial Statements.” The Service Provider Financial Statements of each Service Provider (iincluding, in each case, any notes thereto if required by GAAP) have been prepared in accordance with SFRSGAAP and fairly present, applied on a consistent basis (except in all material respects, the financial condition of such Service Provider as may be indicated in the notes thereto), and (ii) give a true and fair view of the financial position, respective dates and the results of operations and cash flows of the Company and the Subsidiaries on a consolidated basis as of and such Service Provider for the respective periods indicatedthen ended, as applicable, subject, in the case of unaudited statements, to normal or recurring year-end immaterial adjustments. (cb) The Company No Service Provider has made available any significant deficiencies in the design or operation of its internal controls which could adversely affect its ability to Purchaser truerecord, complete process, summarize and correct copies of the unaudited consolidated report financial statements of the Company and the Subsidiaries as of and for the quarter ended June 30, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” and, together data with the Audited Financial Statements, the “Financial Statements”). (d) The Unaudited Financial Statements (i) have been prepared in accordance with the same accounting policies and principles as those adopted in preparing the Company’s management accounts for the preceding three years and, for those items included, respect to such items have been calculated in a manner consistent with SFRS, Service Provider and (ii) present fairly no Service Provider has identified any fraud, whether or not material, that involves management or other employees of such Service Provider who have a significant role in all material respects the assets, liabilities, income and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the periods indicated. (e) The Company has made available to Purchaser true, complete and correct copies of (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts such Service Provider’s internal controls. There have been prepared no significant changes in accordance the internal controls of any Service Provider or in other factors with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (g) The Company has devised and maintained systems of respect to any Service Provider’s operations that could significantly affect internal accounting controls with respect to such Service Provider subsequent to the date of its business sufficient most recent evaluation, including any corrective actions with regard to provide reasonable assurances that transactions are recorded as necessary to permit the preparation of financial statements in conformity with SFRSsignificant deficiencies and material weaknesses.

Financial Statements; Internal Controls. (a) The Company Seller has made available previously delivered to Purchaser Buyer true, correct and complete and correct copies of (i) audited statements of financial condition of N.I.S. as of December 31, 2016 and December 31, 2017 (together with all material supporting documents of N.I.S. in connection therewith); (ii) audited statements of income, changes in stockholder's equity and cash flows for the years ended December 31, 2016 and December 31, 2017; (iii) an unaudited balance sheet of N.I.S. as of June 30, 2018 (the “N.I.S. Reference Balance Sheet”); and (iv) the unaudited statements of income, changes in stockholder's equity and cash flows of N.I.S. for the three months ended June 30, 2018 (collectively, the foregoing financial statements, and together with the Subsequent GAAP Financial Statements, the “GAAP Financial Statements”). Subject to the notes thereto, the GAAP Financial Statements (A) were or, in the case of the Subsequent GAAP Financial Statements, will be derived from the Books and Records of N.I.S., (B) were or, in the case of the Subsequent GAAP Financial Statements, will be prepared in accordance with GAAP, consistently applied throughout all such periods, and (C) fairly present or, in the case of the Subsequent GAAP Financial Statements, will fairly present, in all material respects, the financial position, results of operations, cash flows and changes in stockholder's equity of N.I.S. as of the respective dates and for the respective periods referred to in the GAAP Financial Statements subject to, with respect to the unaudited GAAP Financial Statements, normal year-end adjustments, none of which, individually or in the aggregate, are or, in the case of the Subsequent GAAP Financial Statements, will be material, and the absence of footnotes. (b) Seller has previously delivered to Buyer true, correct and complete copies of (i) the audited consolidated annual statutory financial statements of the Company and the Subsidiaries Ozark as of and for the years ended December 31, 2011, December 31, 2012 2016 and December 31, 2013 2017 (the most recent such date, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, including, in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Audited Financial Statements”). (b) The Audited Financial Statements (i) have been prepared in accordance with SFRS, applied on a consistent basis (except as may be indicated in the notes thereto), and (ii) give a true and fair view of the financial position, results of operations and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the respective periods indicated. (c) The Company has made available to Purchaser true, complete and correct copies of the unaudited consolidated financial statements of the Company and the Subsidiaries as of and for the quarter ended June 30, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). (d) The Unaudited Financial Statements (i) have been prepared in accordance with the same accounting policies and principles as those adopted in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRS, and (ii) present fairly in all material respects the assets, liabilities, income and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the periods indicated. (e) The Company has made available to Purchaser true, complete and correct copies of (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”supporting documents in connection therewith) and (ii) the unaudited consolidated management accounts quarterly statutory financial statement of Goodwood Ozark as of June 30, 2018 (the balance sheet contained in such unaudited quarterly statutory financial statement for the period ending June 30, 2018, the “Ozark Reference Balance Sheet”) (collectively, and together with the Subsequent SAP Financial Statements, the “Statutory Statements”). No Governmental Entity has requested the refiling or amending of any Statutory Statement. Subject to the notes thereto, the Statutory Statements (A) were derived from, prepared using, and in all material respects are consistent with or, in the case of the Subsequent SAP Financial Statements, will be derived from, will be prepared using, and in all material respects will be consistent with, the Books and Records of Ozark; (B) were or, in the case of the Subsequent SAP Financial Statements, will be prepared in accordance with SAP, consistently applied throughout all such periods, and (C) fairly present or, in the case of the Subsequent SAP Financial Statements, will fairly present, in all material respects, the statutory financial position, admitted assets, liabilities and capital and surplus of Ozark at their respective dates and the results of operations, changes in surplus and cash flows of Ozark at and for the quarter ended March 31respective periods indicated and the results of operations, 2014 (cash flows and changes in stockholder's equity of Ozark as of the “Goodwood Unaudited Management Accounts”)respective dates and for the respective periods referred to in the Statutory Statements subject to, with respect to the unaudited Statutory Statements, normal year-end adjustments, none of which, individually or in the aggregate, are or, in the case of the Subsequent SAP Financial Statements, will be material. No material weakness or significant deficiency has been asserted by any Governmental Entity, or been determined to exist by Ozark management or the Ozark's independent registered public accounting firm, with respect to any of the Statutory Statements previously delivered to Buyer and there are no permitted accounting practices granted by any Insurance Regulator that were utilized in the preparation of such Statutory Statements. (fc) To the knowledge of the CompanyThe N.I.S. Estimated Balance Sheet will be (i) derived from, prepared using, and in all material respects consistent with, the Goodwood Unaudited Management Accounts have been Books and Records of N.I.S.; (ii) determined in accordance with GAAP applied on a consistent basis with the periods presented in the GAAP Financial Statements previously delivered to Buyer (except to the extent of any adjustments to GAAP or the application thereof expressly embodied in the N.I.S. Accounting Principles); and (iii) prepared in accordance with the N.I.S. Accounting Principles and using the same accounting policies and principles as those adopted by Goodwood actuarial methodologies and assumptions, and in each case the application thereof, Seller used in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (g) The Company has devised and maintained systems of internal accounting controls with respect to its business sufficient to provide reasonable assurances that transactions are recorded as necessary to permit the preparation of financial statements in conformity with SFRS.N.I.S.

Financial Statements; Internal Controls. (a) The Company has made available Attached to Purchaser true, complete and correct copies this Agreement as Section 5.6(a) of the Disclosure Schedule are (i) the Company’s audited consolidated financial statements balance sheet, statement of operation, statement of comprehensive income, statement of changes of stockholders’ equity, statement of cash flows and notes as of December 31, 2006 and for the fiscal year then ended, (ii) the Company’s audited consolidated balance sheet, statement of operation, statement of comprehensive loss, statement of changes of stockholders’ equity, statement of cash flows and notes as of January 1, 2006 and for the fifteen (15) months then ended, and (iii) the Company’s audited consolidated balance sheet, statement of operation, statement of comprehensive loss, statement of changes of stockholders’ equity, statement of cash flows and notes as of September 26, 2004 and for the fiscal year then ended, together in each case with the opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇, Inc., auditors of the Company and the Subsidiaries as of and for the years ended December 31(collectively, 2011, December 31, 2012 and December 31, 2013 (the most recent such date, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, including, in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Audited Financial Statements”). (b) . The Audited Financial Statements (i) fairly present, in all material respects, the financial position of the Company as of the respective dates thereof and the results of operations and the cash flows of the Company for the periods covered and have been prepared in accordance with SFRS, GAAP applied on a consistent basis basis. The Financial Statements have been certified without qualification by the independent certified public accountants of the Company. (except b) Attached to this Agreement as may be indicated in Section 5.6(b) of the notes theretoDisclosure Schedule is the unaudited balance sheet of the Company as of June 30, 2007 (the “Latest Balance Sheet”), and the related unaudited statement of income for the six-month period then-ended and any other information included therein, in each case prepared by the Company (ii) give a true the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with GAAP and fair view fairly present, in all material respects, the financial position of the financial position, Company as of the date thereof and the results of operations and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the respective periods indicated. (c) The Company has made available to Purchaser true, complete and correct copies of the unaudited consolidated financial statements of the Company and the Subsidiaries as of and for the quarter ended period ending June 30, 20142007, including a balance sheet except for the absence of footnotes and statements of comprehensive income (loss)normal year-end adjustments, cash flows and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” and, together with the which are not reasonably expected to be material. The Audited Financial Statements, Statements and the Interim Financial Statements are sometimes collectively referred to as the “Financial Statements.”). (d) The Unaudited Financial Statements (i) have been prepared in accordance with the same accounting policies and principles as those adopted in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRS, and (ii) present fairly in all material respects the assets, liabilities, income and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the periods indicated. (e) The Company has made available to Purchaser true, complete and correct copies of (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (fc) To the knowledge of the Company, (i) the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (g) The Company has devised not received any allegations of fraud or suspected fraud affecting the Company in communications from employees, former employees, analysts, regulators, short sellers, or others, and maintained systems (ii) there are no significant deficiencies, including material weaknesses, in the design or operation of internal accounting controls with respect that could adversely affect the Company’s ability to its business sufficient to provide reasonable assurances that transactions are recorded as necessary to permit the preparation of record, process, summarize, and report financial statements in conformity with SFRSdata.

Financial Statements; Internal Controls. (a) The Company has made available provided to Purchaser true, GGAC a complete and correct copies copy of the audited consolidated financial statements (including any related notes thereto) of the Company and the Subsidiaries as of and for the fiscal years ended December 31, 2011, December 31, 2012 and December 31June 30, 2013 (the most recent such date, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, including, in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes 2012 (the “Audited Financial Statements”). (b) . The Audited Financial Statements (i) have been were prepared in accordance with SFRS, generally accepted accounting principles of Switzerland (“Swiss GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), and (ii) give a true and fair view of the financial position, results of operations and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the respective periods indicated. (c) The Company has made available to Purchaser true, complete and correct copies of the unaudited consolidated financial statements of the Company and the Subsidiaries as of and for the quarter ended June 30, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). (d) The Unaudited Financial Statements (i) have been prepared in accordance with the same accounting policies and principles as those adopted in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRS, and (ii) present each fairly presents in all material respects the assets, liabilities, income financial position of the Company at the respective dates thereof and the results of its operations and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the periods indicated. (eb) The books of account and other similar books and records of the Company has made available to Purchaser true, are complete and correct copies in all material respects and there have been no material transactions that are required to be set forth therein and which have not been so set forth. (c) Except as otherwise noted in the Audited Financial Statements, the accounts and notes receivable of the Company reflected on the balance sheets included in the Audited Financial Statements: (i) arose from bona fide sales transactions in the audited consolidated financial statements ordinary course of Goodwood as of business and for the year ended December 31are payable on ordinary trade terms, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) are, to the unaudited consolidated management accounts Company’s knowledge, legal, valid and binding obligations of Goodwood the respective debtors enforceable in accordance with their terms, except as such may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting creditors’ rights generally, and by general equitable principles, (iii) are not subject to any material and valid set-off or counterclaim except to the extent set forth in such balance sheet contained therein other than possible back charges which to the Company’s knowledge do not exist at this time, which back charges, to the Company’s knowledge, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect upon the Company and its Subsidiaries taken as a whole, (iv) are collectible in the ordinary course of business consistent with past practice in amounts materially consistent with the aggregate recorded amounts thereof, net of any applicable reserve reflected in such balance sheet referenced above, and for (v) are not the quarter ended March 31, 2014 (subject of any actions or proceedings brought by or on behalf of the “Goodwood Unaudited Management Accounts”)Company. (fd) To the knowledge of the Company, the Goodwood Unaudited Management Accounts have been prepared Company’s auditor has at all required times since the date of enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act been: (i) a registered public accounting firm (as defined in accordance Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to the same accounting policies Company within the meaning of Regulation S-X under the Exchange Act; and principles as those adopted by Goodwood (iii) in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent compliance with SFRS. subsections (g) The through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company has devised and maintained systems of internal accounting controls with respect to its business sufficient to provide reasonable assurances that transactions are recorded as necessary to permit the preparation of financial statements in conformity with SFRSAccounting Oversight Board (“PCAOB”) thereunder.

Financial Statements; Internal Controls. (ai) The Company Seller has made available previously delivered to Purchaser true, true and complete and correct copies of the audited consolidated financial statements of the Company and the Subsidiaries (A) its balance sheets as of and for the years ended December 31, 2011, December 31, 2012 and 2013 and the related statements of operations, stockholders’ equity and cash flows for the fiscal years then ended, including the footnotes thereto, if any, additional or supplemental information supplied therewith and the report prepared in connection therewith by the independent certified public accountants auditing such financial statements; and (B) its interim unaudited monthly financial reports and financial statements for the period beginning after December 31, 2013 and ended on June 30, 2014. The documents described in clauses (the most recent such dateA) and (B) above (collectively, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, including, in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Audited Seller Financial Statements”).): (b1) The Audited Financial Statements (i) have been prepared in accordance with SFRS, applied on a consistent basis (except as may be indicated in the notes thereto), and (ii) give a true and fair view of the financial position, results of operations and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the respective periods indicated. (c) The Company has made available to Purchaser are true, complete and correct copies of the unaudited consolidated financial statements of the Company and the Subsidiaries as of and for the quarter ended June 30, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”).correct; (d2) The Unaudited Financial Statements (i) have been prepared are in accordance with the same accounting policies books and principles as those adopted in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRS, and (iirecords of Seller; 3) present fairly and accurately in all material respects the assets, liabilities, income revenues, expenses and cash flows financial condition of Seller as of the Company dates thereof, and the Subsidiaries on a consolidated basis as results of and operations for the periods indicated.then ended; 4) were prepared on a consistent basis throughout the periods involved (eexcept as noted therein and except as indicated in the case of unaudited statements to normal recurring audit adjustments and the absence of footnotes); and 5) The Company has made available to Purchaser true, complete and correct copies of (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRSGAAP. (gii) Neither Seller nor any of its Subsidiaries has any material liability (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected on or reserved against the consolidated balance sheet of Seller for the fiscal quarter ended June 30, 2014 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 2014 or in connection with this Agreement and the transactions contemplated hereby. (iii) The Company has devised records, systems, controls, data and information of Seller and its Subsidiaries are recorded, stored, maintained systems and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Seller or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on the system of internal accounting controls with respect described below in this Section 5.02(g)(iii). Seller (A) has implemented and maintains disclosure controls and procedures to ensure that material information relating to Seller, including its business sufficient consolidated Subsidiaries, is made known to provide reasonable assurances the chief executive officer and the chief financial officer of Seller by others within those entities, and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to Seller’s outside auditors and the audit committee of Seller’s Board of Directors (y) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that transactions are recorded as necessary reasonably likely to permit adversely affect Seller’s ability to record, process, summarize and report financial information and (z) any fraud, whether or not material, that involves management or other employees who have a significant role in Seller’s internal controls over financial reporting. These disclosures were made in writing by management to Seller’s auditors and audit committee and a copy has previously been made available to Purchaser. (iv) Since December 31, 2013, (A) through the preparation date hereof, neither Seller nor any of financial statements its Subsidiaries nor, to Seller’s knowledge, any director, officer, employee, auditor, accountant or representative of Seller or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Seller or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Seller or any of its Subsidiaries has engaged in conformity with SFRSquestionable accounting or auditing practices, and (B) no attorney representing Seller or any of its Subsidiaries, whether or not employed by Seller or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Seller or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the Board of Directors of Seller or any committee thereof or to any director or officer of Seller.

Financial Statements; Internal Controls. (a) The audited statements of financial position, statements of comprehensive income, statements of changes in shareholders’ equity and statements of cash flows of the Company has made available for each of the years ended December 31, 2019 and December 31, 2018 (collectively, the “Audited Financial Statements”), were prepared and audited in accordance with the standards, principles and practices specified therein and, subject thereto, in accordance with GAAP, the standards of the Public Company Accounting Oversight Board and applicable Law as at the Balance Sheet Date, except as otherwise noted therein. Prior to Purchaser the date hereof, true, complete and correct copies of the audited consolidated financial statements of the Company and the Subsidiaries as of and for the years ended December 31, 2011, December 31, 2012 and December 31, 2013 (the most recent such date, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, including, in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Audited Financial Statements”), and the accompanying independent auditors’ reports, as applicable, have been made available to Acquiror. (b) The Audited Financial Statements (i) have been prepared in accordance with SFRS, applied on a consistent basis (except as may be indicated in Prior to the notes thereto), and (ii) give a true and fair view of date hereof the financial position, results of operations and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the respective periods indicated. (c) The Company has made available to Purchaser Acquiror true, complete and correct copies of the unaudited consolidated financial balance sheets and related unaudited consolidated statements of income, shareholders’ equity and cash flows of the Company and the Subsidiaries as of and for the quarter ended June September 30, 20142020 and September 30, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity 2019 (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). (d) The . Subject to notes and normal year-end audit adjustments that are not material in amount or effect, the Unaudited Financial Statements (i) have been were prepared in accordance with the same accounting policies standards, principles and principles as those adopted practices specified in preparing the Company’s management accounts for the preceding three years Audited Financial Statements and, for those items includedsubject thereto, such items have been calculated in accordance with applicable Law and show a manner consistent with SFRStrue and fair view, in all material respects, of the: (i) assets, liabilities, the financial position and state of affairs of the Company as of September 30, 2020 and September 30, 2019 and (ii) the profits and losses and cash flow of the Company for the nine (9)-month period ended as of September 30, 2020 and September 30, 2019, respectively. (c) The Financial Statements were derived from the books and records of the Company and prepared in accordance with GAAP, except as may be indicated in the notes thereto and using in all material respects the same accounting principles, practices, procedures, policies and methods (with consistent classifications, judgments, inclusions, exclusions and valuation and estimation methodologies) used and applied in the preparation of the consolidated financial statements of the Company in the last three (3) years. The Financial Statements fairly present fairly in all material respects the assets, liabilities, income cash flow and cash flows financial condition and results of operations of the Company and the Subsidiaries on a consolidated basis as of the times and for the periods indicatedreferred to therein. Since the Balance Sheet Date, the Company has not made any material change in the accounting practices or policies applied in the preparation of the Financial Statements, except as required by applicable Law or GAAP. (ed) The Company has maintains a system of accounting and internal controls designed to provide reasonable assurances regarding the reliability of the financial reporting and the preparation of the financial statements of the Company in accordance in all material respects with GAAP. Within the last three (3) years, the Company (including the Company’s personnel and independent accountants who participated in the preparation or review of financial statements or the internal accounting controls employed by the Company) have not identified nor been made available to Purchaser true, complete and correct copies aware of (i) any significant deficiency or material weakness in the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (g) The Company has devised and maintained systems system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves management of the Company or any personnel involved in financial reporting or (iii) any written claim or allegation regarding any of the foregoing. The Audited Financial Statements and the Unaudited Financial Statements, when delivered by the Company for inclusion in the Registration Statement for filing with respect to its business sufficient to provide reasonable assurances that transactions are recorded the SEC following the date of this Agreement in accordance with Section 8.02, will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC and the Securities Act in effect as necessary to permit the preparation of financial statements in conformity with SFRSsuch date.

Financial Statements; Internal Controls. (a) The Company has made available previously provided to Purchaser true, Acquiror true and complete and correct copies of (i) the audited consolidated statement of financial position and consolidated statements of comprehensive income, changes in equity and cash flows of the Company and the its Subsidiaries as of and for the years ended December 31, 2011, December 31, 2012 2023 and December 31, 2013 (the most recent such date, the “Balance Sheet Date”)2022, together with the report of the independent auditor of the Company thereon, including, in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes auditor’s reports thereon (the “Audited Financial Statements”). (b) The Audited Financial Statements (i) have been prepared in accordance with SFRS, applied on a consistent basis (except as may be indicated in the notes thereto), and (ii) give a true the unaudited consolidated statement of financial position and fair view consolidated statements of the financial positioncomprehensive income, results of operations changes in equity and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the respective periods indicated. (c) The Company has made available to Purchaser true, complete and correct copies of the unaudited consolidated financial statements of the Company and the its Subsidiaries as of and for the quarter six months ended June 30, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity 2024 (the “Unaudited 2024 H1 Financial Statements” and”, together with the Audited Financial Statements, the 2024 Financial Statements to be delivered pursuant to this Agreement, the “Financial Statements”), which comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant. (b) Except as set forth on Section 4.8(b) of the Company Disclosure Letter, the Financial Statements (i) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations, their consolidated incomes, their consolidated changes in equity and their consolidated cash flows for the respective periods then ended , (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (subject, in the case of the H1 Financial Statements, to normal year-end adjustment and the absence of footnotes), (iii) were prepared from, and are in accordance in all material respects with, the books and records of the Company and its consolidated Subsidiaries, (iv) in the case of the Audited Financial Statements, were prepared in compliance in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant, in effect as of the respective dates thereof, and (v) in the case of the 2024 Financial Statements, when delivered by the Company for inclusion in the Proxy/Registration Statement for filing with the SEC following the date of this Agreement in accordance with Section 7.3, will comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant, in effect as of the respective dates thereof. (c) Neither the Company nor any director or officer of the Company or any of its Subsidiaries nor, to the knowledge of the Company, any independent auditor of the Company or its Subsidiaries, has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company or any of its Subsidiaries, (ii) any fraud, whether or not material, that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or any of its Subsidiaries or (iii) any claim or allegation regarding any of the foregoing. (d) The Unaudited Financial Statements (i) have been prepared in accordance with the same accounting policies and principles as those adopted in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in Company maintains a manner consistent with SFRS, and (ii) present fairly in all material respects the assets, liabilities, income and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the periods indicated. (e) The Company has made available to Purchaser true, complete and correct copies of (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (g) The Company has devised and maintained systems system of internal accounting controls with respect to its business which the Company reasonably believes is sufficient to provide reasonable assurances assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with SFRSGAAP 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 books and records of the Company have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (e) Except as set forth on Section 4.8(e) of the Company Disclosure Letter, there are no outstanding loans or other extensions of credit made by the Company or its Subsidiaries to any of their respective executive officers (as defined in Rule 3b-7 under the Exchange Act) or any director of the Company or its Subsidiaries.

Financial Statements; Internal Controls. (a) The Attached as Section 5.9(a) of the Company has made available to Purchaser true, Disclosure Letter are: true and complete and correct copies of (i) the audited unaudited consolidated statement of financial positions and consolidated statements of comprehensive income, changes in equity and cash flows of the Company and the its Subsidiaries as of and for the years ended December 31September 30, 20112024, December 31September 30, 2012 2023, and December 31September 30, 2013 2022 (the most recent such datecollectively, the “Balance Sheet Date”), Unaudited Financial Statements” and together with the report of the independent auditor of the Company thereonPCAOB Financial Statements, includingwhen delivered pursuant to Section 8.3, in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Audited and Unaudited Financial Statements” or “Financial Statements”). (b) The Audited Except as set forth on Section 5.9(b) of the Company Disclosure Letter, the Financial Statements (i) have been fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations, their consolidated incomes, their consolidated changes in equity and their consolidated cash flows for the respective periods then ended (subject, in the case of the Q3 Financial Statements and any PCAOB Financial Statements, to normal year-end adjustment and the absence of footnotes), (ii) were prepared in accordance conformity with SFRS, GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto and subject, in the case of the Q3 Financial Statements, to normal year-end adjustment and the absence of footnotes), (iii) were prepared from, and (ii) give a true are in accordance in all material respects with, the books and fair view of the financial position, results of operations and cash flows records of the Company and its consolidated Subsidiaries and (iv) in the Subsidiaries on case of the PCAOB Financial Statements when delivered by the Company for inclusion in the Proxy/Registration Statement for filing with the SEC following the date of this Agreement in accordance with Section 8.3, will comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a consolidated basis registrant, in effect as of and for the respective periods indicateddates thereof. (c) The Company has made available to Purchaser true, complete and correct copies of the unaudited consolidated financial statements of the Company and the Subsidiaries as of and for the quarter ended June 30, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). (d) The Unaudited Pro Forma Financial Statements (i) have been prepared in accordance with the same accounting policies and principles as those adopted in preparing the Company’s management accounts for the preceding three years andwill, for those items includedwhen provided, such items have been calculated in a manner consistent with SFRS, and (ii) present fairly in all material respects the assetsinformation shown therein and will have been compiled on a basis consistent with that of the Financial Statements. The assumptions, liabilitiesinformation and data used in the preparation of such Pro Forma Financial Statements are reasonably believed by the Company to be reasonable in light of current conditions and facts known to the Company, income the pro forma adjustments used therein will be appropriate to give effect to the transactions or circumstances described therein, and cash flows the pro forma adjustments will have been properly applied to the historical amounts used in the preparation of such Pro Forma Financial Statements. (d) Neither the Company nor any director or officer of the Company and nor or any of its Subsidiaries, to the knowledge of the Company, any independent auditor of the Company or its Subsidiaries, has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company or any of its Subsidiaries, (ii) any fraud, whether or not material, that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or any of its Subsidiaries on a consolidated basis as or (iii) any claim or allegation regarding any of and for the periods indicatedforegoing. (e) The Company has made available to Purchaser true, complete and correct copies of (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including maintains a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (g) The Company has devised and maintained systems system of internal accounting controls with respect to its business which is reasonably sufficient to provide reasonable assurances assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with SFRSGAAP 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 books and records of the Company have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (f) The Company Board would, as of the date hereof, be able to give a solvency statement in relation to each of the Company and the Amalgamation Surviving Company in accordance with Section 215I and Section 215J of the Singapore Companies Act, respectively, to effect the Amalgamation, and the Company is not aware of any fact, matter or circumstance that has occurred or is reasonably expected to occur which would render the Company Board unable to give such solvency statement when required to do so in connection with the Amalgamation.

Financial Statements; Internal Controls. (a) The Company has made available to Purchaser true, complete and correct copies Section 2.04 of the audited consolidated financial statements I▇▇ Financial Disclosure Letter includes a complete copy of the Company unaudited balance sheet, income statement and the Subsidiaries statement of cash flows of each of I▇▇ Trust and IRAFG as of and for the nine (9) month period ended September 30, 2018 and the unaudited balance sheet, income statement and statement of cash flows of each of I▇▇ Trust and IRAFG for the years ended December 31, 2011, December 31, 2012 2016 and December 31, 2013 2017 (the most recent such datecollectively, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, including, in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Audited I▇▇ Financial Statements”). The I▇▇ Financial Statements have been prepared on a cash basis in accordance with the books and records of each of I▇▇ Trust and IRAFG throughout the periods indicated. Subject to the foregoing, the I▇▇ Financial Statements present fairly the financial condition and operating results of each of I▇▇ Trust and IRAFG as of the dates, and for the periods, indicated therein, subject to year-end adjustments (none of which, individually or in the aggregate, is material). The balance sheets as of September 30, 2018 for I▇▇ Trust and IRAFG are referred to collectively as the “I▇▇ Balance Sheet.” (b) The Audited Financial Statements (i) books and records of I▇▇ Trust and IRAFG have been prepared maintained in accordance with SFRS, applied on a consistent basis (except as may be indicated in the notes thereto), sound business practices of companies of comparable size and (ii) give a true and fair view of the financial position, results of operations and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the respective periods indicated. (c) The Company has made available to Purchaser true, complete and correct copies of the unaudited consolidated financial statements of the Company and the Subsidiaries as of and for the quarter ended June 30, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” type and, together with the Audited Financial Statements, the “Financial Statements”). (d) The Unaudited Financial Statements (i) have been prepared in accordance with the same accounting policies and principles as those adopted in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRS, and (ii) present fairly in all material respects the assetsrespects, liabilitieswith all applicable Legal Requirements and reflect all material financial transactions of I▇▇ Trust and IRAFG. Each of I▇▇ Trust and IRAFG maintains books and records accurately reflecting, income in all material respects, its assets and cash flows of the Company liabilities and the Subsidiaries on a consolidated basis as of and for the periods indicated. (e) The Company has made available to Purchaser true, complete and correct copies of (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (g) The Company has devised and maintained systems of maintains internal accounting controls with respect to its business sufficient to that provide reasonable assurances assurance that (1) transactions are executed with management’s authorization; (2) transactions are recorded as necessary to permit the preparation of its financial statements in conformity and to maintain accountability for each of its assets; (3) the reporting of its assets is compared with SFRSexisting assets at regular intervals; and (4) accounts, notes and other receivables and inventory are recorded accurately, and procedures are implemented to effect the collection thereof on a current and timely basis.

Financial Statements; Internal Controls. (a) The Company has made available previously provided to Purchaser true, Acquiror true and complete and correct copies of the audited consolidated statement of financial position and consolidated statements of comprehensive income, changes in equity and cash flows of the Company and the its Subsidiaries as of and for the years ended December 31, 2011, December 31, 2012 2023 and December 31, 2013 (the most recent such date, the “Balance Sheet Date”)2022, together with the report auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements (including the standards of the independent auditor PCAOB) and with the rules and regulations of the Company thereonSEC, including, in each case, the Exchange Act and the Securities Act applicable to a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes registrant (the “Audited Financial Statements”). (b) The ” and the Audited Financial Statements (i) have been prepared in accordance with SFRS, applied on a consistent basis (except as may be indicated in the notes thereto), and (ii) give a true and fair view of the financial position, results of operations and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the respective periods indicated. (c) The Company has made available to Purchaser true, complete and correct copies of the unaudited consolidated financial statements of the Company and the Subsidiaries as of and for the quarter ended June 30, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” and, together with the Audited H1 Financial StatementsStatements to be delivered pursuant to this Agreement, the “Financial Statements”). (db) The Unaudited Except as set forth on Section 4.8(b) of the Company Disclosure Letter, the Financial Statements (i) have been fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations, their consolidated incomes, their consolidated changes in equity and their consolidated cash flows for the respective periods then ended (except as may be indicated in the notes thereto and subject, in the case of the H1 Financial Statements, to normal year-end adjustment and the absence of footnotes), (ii) were prepared in conformity with IFRS applied on a consistent basis during the periods involved (subject, in the case of the H1 Financial Statements, to normal year-end adjustment and the absence of footnotes), (iii) were prepared from, and are in accordance in all material respects with, the books and records of the Company and its consolidated Subsidiaries, (iv) in the case of the Audited Financial Statements, were prepared in compliance in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant, in effect as of the respective dates thereof, and (v) in the case of the H1 Financial Statements, when delivered by the Company for inclusion in the Proxy/Registration Statement for filing with the SEC following the date of this Agreement in accordance with Section 7.3, will comply in all material respects with the same applicable accounting policies requirements (including the standards of the PCAOB) and principles with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant, in effect as those adopted in preparing of the Company’s management accounts for the preceding three years andrespective dates thereof. (c) The Pro Forma Financial Statements will, for those items includedwhen provided, such items have been calculated in a manner consistent with SFRS, and (ii) present fairly in all material respects the assetsinformation shown therein, liabilitiescomply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, income the Exchange Act and cash flows the Securities Act applicable thereto, in effect as of the respective dates thereof, and will have been compiled on a basis consistent with that of the Audited Financial Statements. The assumptions, information and data used in the preparation of such Pro Forma Financial Statements are reasonably believed by the Company to be reasonable in light of current conditions and facts known to the Company, the pro forma adjustments used therein will be appropriate to give effect to the transactions or circumstances described therein, and the pro forma adjustments will have been properly applied to the historical amounts used in the preparation of such Pro Forma Financial Statements. (d) Neither the Company nor any director or officer of the Company and or any of its Subsidiaries nor, to the knowledge of the Company, any independent auditor of the Company or its Subsidiaries, has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company or any of its Subsidiaries, (ii) any fraud, whether or not material, that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or any of its Subsidiaries on a consolidated basis as or (iii) any claim or allegation regarding any of and for the periods indicatedforegoing. (e) The Company has made available to Purchaser true, complete and correct copies of (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including maintains a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (g) The Company has devised and maintained systems system of internal accounting controls with respect to its business which the Company reasonably believes is sufficient to provide reasonable assurances assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with SFRSIFRS 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 books and records of the Company have been, and are being, maintained in all material respects in accordance with IFRS and any other applicable legal and accounting requirements. (f) Except as set forth on Section 4.8(f) of the Company Disclosure Letter, there are no outstanding loans or other extensions of credit made by the Company or its Subsidiaries to any of their respective executive officers (as defined in Rule 3b-7 under the Exchange Act) or any director of the Company or its Subsidiaries.

Financial Statements; Internal Controls. (a) The Company has made available to Purchaser true, complete and correct copies Set forth on Section 3.10(a) of the audited consolidated financial statements of the Company and the Subsidiaries as of and for the years ended December 31, 2011, December 31, 2012 and December 31, 2013 (the most recent such date, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, including, in each case, Seller Disclosure Schedule is a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Audited Financial Statements”). (b) The Audited Financial Statements (i) have been prepared in accordance with SFRS, applied on a consistent basis (except as may be indicated in the notes thereto), and (ii) give a true and fair view of the financial position, results of operations and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the respective periods indicated. (c) The Company has made available to Purchaser true, complete and correct copies of the unaudited consolidated financial statements of the Company and the Subsidiaries as of and for the quarter ended June 30, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). (d) The Unaudited Financial Statements (i) have been prepared in accordance with the same accounting policies and principles as those adopted in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRS, and (ii) present fairly in all material respects the assets, liabilities, income and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the periods indicated. (e) The Company has made available to Purchaser true, complete and correct copies copy of (i) the audited consolidated financial statements (balance sheets, statements of Goodwood as income, statements of cash flows and statements of stockholders’ equity) of ISP, its Subsidiaries and the Excluded Subsidiaries for the year fiscal years ended December 31, 20132009 and 2010 (the “ISP Financial Statements”), together with (ii) the report audited consolidated financial statements (balance sheets, statements of the independent auditor income, statements of Goodwood thereon, including a balance sheet cash flows and statements of comprehensive income member’s equity) of ISP Chemco LLC and its subsidiaries (loss)collectively, cash flows “ISP Chemco”) for the fiscal years ended December 31, 2008, 2009 and retained earnings or shareholders’ equity and related notes 2010 (the “Goodwood ISP Chemco Audited Financial Statements”) and (iiiii) the unaudited consolidated management accounts financial statements (balance sheet, statement of Goodwood as income and statement of and cash flow of ISP Chemco) for the quarter three months ended March 31April 3, 2014 2011 (the “Goodwood ISP Chemco Unaudited Management AccountsFinancial Statements”, and together with the ISP Chemco Audited Financial Statements, the “ISP Chemco Financial Statements”). (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts . The ISP Financial Statements have been prepared in accordance with GAAP consistently applied throughout the same accounting policies periods covered thereby and principles fairly present, in all material respects, the consolidated financial condition and results of operations, changes in stockholders’ equity, comprehensive income (loss) and/or changes in cash flows of ISP, its Subsidiaries and the Excluded Subsidiaries as those adopted by Goodwood in preparing its management accounts for of the preceding two years anddates thereof or the periods then ended, for those items included, such items as applicable. The ISP Chemco Financial Statements have been calculated prepared in a manner consistent accordance with SFRSGAAP consistently applied throughout the periods covered thereby and fairly present, in all material respects, the consolidated financial condition and results of operations, changes in member’s equity, comprehensive income (loss) and changes in cash flows of ISP Chemco as of the dates thereof or the periods then ended, as applicable, subject in the case of the ISP Chemco Unaudited Financial Statements, to normal recurring year-end adjustments. ISP Chemco does not directly or indirectly own any of the capital stock of the Excluded Subsidiaries. (gb) The Company has devised and maintained systems Companies’ system of internal accounting controls with respect to its business over financial reporting is sufficient to provide reasonable assurances assurance in all material respects that transactions are recorded as necessary to permit the preparation of financial statements in conformity with SFRSGAAP, consistently applied.

Financial Statements; Internal Controls. (a) The Attached as Section 4.9(a) of the Company has made available to Purchaser Disclosure Letter are: true, complete and correct copies of (i) the audited consolidated statement of financial positions and consolidated statements of comprehensive income, changes in equity and cash flows of the Company and the its Subsidiaries as of and for the years ended December 31, 2011, December 31, 2012 2022 and December 31, 2013 2021 audited in accordance with the Singapore Financial Reporting Standards (“SFRS”) issued by the most recent such date, the Accounting Standards Council of Singapore (“Balance Sheet DateACS”), and the statements of profit or loss and other comprehensive income, changes in equity, and cash flows of the of the Company and its Subsidiaries, together with the report of the independent auditor of the Company thereonauditor’s reports thereon (collectively, including, in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Audited Financial Statements”). (b) The Audited Financial Statements (i) have been prepared in accordance with SFRS, applied on a consistent basis (except as may be indicated in the notes thereto), and (ii) give a true no later than May 15, 2023, the unaudited consolidated statement of financial positions and fair view consolidated statements of the financial positioncomprehensive income, results of operations changes in equity and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the respective periods indicated. (c) The Company has made available to Purchaser true, complete and correct copies of the unaudited consolidated financial statements of the Company and the its Subsidiaries as of and for the quarter ended June 30three-month period ending March 31, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity 2023 (the “Unaudited Q1 Financial Statements” and, and together with the Audited Financial Statements, the “Financial Statements”). (db) The Unaudited Financial Statements (i) have been prepared in accordance with the same accounting policies and principles as those adopted in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRS, and (ii) fairly present fairly in all material respects the assets, liabilities, income and cash flows consolidated financial position of the Company and its consolidated Subsidiaries, as at the Subsidiaries respective dates thereof, and the consolidated results of their operations, their consolidated incomes, their consolidated changes in equity and their consolidated cash flows for the respective periods then ended (subject, in the case of the Q1 Financial Statements, to normal year-end adjustment and the absence of footnotes), (ii) were prepared in conformity with all applicable Laws and GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto and subject, in the case of the Q1 Financial Statements, to normal year-end adjustment and the absence of footnotes), (iii) were prepared from, and are in accordance in all material respects with, the books and records of the Company and its consolidated basis Subsidiaries and (iv) in the case of the Audited Financial Statements comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant, in effect as of the respective dates thereof. (c) Neither the Company nor any director or officer of the Company or any of its Subsidiaries, nor to the knowledge of the Company, any independent auditor of the Company or its Subsidiaries, has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company or any of its Subsidiaries, (ii) any fraud, whether or not material, that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or any of its Subsidiaries or (iii) any claim or allegation regarding any of the foregoing. (d) The Company maintains a system of internal accounting controls, policies and procedures (whether formal or informal) which is reasonably sufficient to provide reasonable assurance (i) that transactions are executed in accordance with management’s general or specific authorizations, (ii) that transactions are recorded, and records are maintained in reasonable detail as necessary to permit preparation of accurate financial statements in conformity with GAAP, which fairly reflect the transactions and disposition of assets of each of the Company and its Subsidiaries and to maintain asset accountability, (iii) that access to assets is permitted only in accordance with management’s general or specific authorization, (iv) that the recorded accountability for assets is compared with the periods indicatedexisting assets at reasonable intervals and appropriate action is taken with respect to any differences, (v) that information required to be disclosed by each of the Company and its Subsidiaries is recorded and reported on a timely basis, and (vi) regarding prevention or timely detection of unauthorized acquisitions, misappropriation, use or disposition of the Company’s, or its Subsidiaries’ assets that could have a material effect on its financial statements (such materiality assessed with respect to a Company Material Adverse Effect). (e) The Company has made available to Purchaser true, complete books and correct copies of (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report records of the independent auditor of Goodwood thereonCompany have been, including a balance sheet and statements of comprehensive income (loss)are being, cash flows maintained in all material respects in accordance with GAAP and retained earnings or shareholders’ equity any other applicable legal and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”)accounting requirements. (f) To the knowledge of the The Company, and each of its Subsidiaries, do not have any outstanding loan capital and has not engaged in nor agreed to engage in any financing or other transaction or act of a type which would not be required to be shown or reflected in the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRSFinancial Statements. (g) The Company has devised and maintained systems of internal accounting controls with respect to its business sufficient to provide reasonable assurances that transactions are recorded as necessary to permit the preparation of financial statements in conformity with SFRS.

Financial Statements; Internal Controls. (a) The Company has made available to Purchaser true, Ackrell in the Virtual Data Room true and complete and correct copies of the audited consolidated financial statements balance sheets of the Company and the Subsidiaries as of and for the years ended December 31, 2011, 2019 and as of December 31, 2012 2020, and December 31, 2013 the related statements of operations and cash flows of the Company for each of the years then ended (the most recent such datecollectively, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, including, in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Audited Annual Financial Statements”). (b) The . Each of the Audited Annual Financial Statements (including the notes thereto) (i) have been was prepared in accordance with SFRS, GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), ) and (ii) give a true and fair view of fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and the Subsidiaries on a consolidated basis as of and at the date thereof and for the respective period indicated therein, except as otherwise noted therein. Each of the PCAOB Audited Financials (as described in ‎Section 10.01(b)) (including the notes thereto), when delivered in accordance with this Agreement (i) will be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicatedindicated (except as may be indicated in the notes thereto) and (ii) will fairly present, in all material respects, the financial position, results of operations and cash flows of the Company as of and at the date thereof and for the period indicated therein, except as otherwise noted therein. (cb) The Company has made available to Purchaser true, Ackrell in the Virtual Data Room true and complete and correct copies of the unaudited consolidated financial statements balance sheet of the Company and the Subsidiaries as of and for the quarter ended June 30, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity 2021 (the “Unaudited Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial StatementsStatements Date”). (d) The Unaudited Financial Statements (i) have been prepared in accordance with the same accounting policies and principles as those adopted in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRS, and (ii) present fairly in all material respects the assets, liabilities, income related unaudited statements of operations and cash flows of the Company for the three-month period then ended (collectively, the “Interim Financial Statements”), which are attached as ‎Section 7.07(b) of the Company Disclosure Schedule. The Interim Financial Statements were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except for the omission of footnotes, certain non-GAAP measures set forth therein and subject to year-end adjustments) and fairly present, in all material respects, the Subsidiaries financial position, results of operations and cash flows of the Company as of and at the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments. (c) Except as and to the extent set forth on the Audited Annual Financial Statements or the Interim Financial Statements, or, when delivered, the PCAOB Audited Financials, the Company does not have any liability, debt or obligation of a nature (whether accrued, absolute, contingent or otherwise), whether or not required to be reflected on a consolidated basis balance sheet prepared in accordance with GAAP consistently applied and in accordance with past practice, except for: (i) liabilities that were incurred in the ordinary course of business consistent with past practice since the Interim Financial Statements Date, (ii) liabilities or obligations disclosed in ‎Section 7.07(c) of the Company Disclosure Schedule or (iii) such other liabilities and obligations which would not, individually or in the aggregate, reasonably be expected to be material to the Company. None of the Company is a party to, or has any commitment to become a party to, any contract or arrangement that would constitute an “off balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K under the Exchange Act), 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 on the Audited Annual Financial Statements or the Interim Financial Statements, or, when delivered, the PCAOB Audited Financials. (d) Since December 31, 2018, (i) none of the Company or, to the Company’s knowledge, any director, officer, employee, auditor, accountant or Representative of the Company, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls, including any such complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or auditing practices and for (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the periods indicateddirection of the chief executive officer, chief financial officer, general counsel, the Company Board or any committee thereof. (e) The Company has made available to Purchaser true, complete and correct copies of (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the Company, no employee of the Goodwood Unaudited Management Accounts Company has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a). (f) All accounts receivable of the Company reflected on the Interim Financial Statements or arising thereafter have been prepared arisen from bona fide transactions in the ordinary course of business consistent with past practices and in accordance with GAAP and are collectible, subject to bad debts reserved in the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for Interim Financial Statements. To the preceding two years and, for those items includedknowledge of the Company, such items have accounts receivables are not subject to valid defenses, setoffs or counterclaims, other than routine credits granted for errors in ordering, shipping, pricing, discounts, rebates, returns in the ordinary course of business and other similar matters. The Company’s reserve for contractual allowances and doubtful accounts is adequate in all material respects and has been calculated in a manner consistent with SFRSpast practices. Since December 31, 2020 the Company has not modified or changed in any material respect its sales practices or methods, including such practices or methods in accordance with which the Company sells goods, fills orders or record sales. (g) All accounts payable of the Company reflected on the Interim Financial Statements or arising thereafter are the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due or payable. Since December 31, 2020, none of the Company has altered in any material respects its practices for the payment of such accounts payable, including the timing of such payment. (h) The Company has devised and maintained maintain systems of internal accounting controls with respect to its business control over financial reporting that are sufficient to provide reasonable assurances assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that the Company maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with SFRSGAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of the Company’s management and the Company Board; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. The Company has made available to Ackrell a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of the Company to the Company’s respective independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of the Company to record, process, summarize and report financial data. The Company has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of the Company. Since December 31, 2020, there have been no material changes in the Company’s respective internal control over financial reporting. (i) Neither the Company (including any employee thereof) nor the Company’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the Company’s respective management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or (iii) any claim or allegation regarding any of the foregoing. (j) The Company does not have any Indebtedness other than the Indebtedness set forth on Schedule7.07(j), which schedule sets for the amounts (including principal and any accrued but unpaid interest or other obligations) with respect to such Indebtedness. Except as disclosed on Schedule7.07(j), no Indebtedness of the Company contains any restriction upon (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by the Company, or (iii) the ability of the Company to grant any Lien on its properties or assets.

Financial Statements; Internal Controls. (a) The Section 3.5(a) of the Company has made available to Purchaser trueDisclosure Letter sets forth or will, complete and correct copies of upon delivery in accordance with Section 5.5(a), set forth (i) the audited consolidated financial statements balance sheets of the Company and the its Subsidiaries as of and for the years ended December 31, 20112019 and the audited consolidated statement of operations, December 31, 2012 and December 31, 2013 (the most recent such date, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, including, in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholdersstatements of stockholders’ equity and related notes statements of cash flows of the Company and its Subsidiaries for the same period, together with the auditor’s reports thereon (the “Audited Financial Statements”). (b) The Audited Financial Statements (i) have been prepared in accordance with SFRS, applied on a consistent basis (except as may be indicated in the notes thereto), and (ii) give a true and fair view the unaudited consolidated balance sheets of the financial positionCompany and its Subsidiaries as of September 30, results 2020 and the unaudited consolidated statement of operations and statement of cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the respective periods indicated. (c) The Company has made available to Purchaser true, complete and correct copies of the unaudited consolidated financial statements of the Company and the its Subsidiaries as of and for the quarter ended June September 30, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity 2020 (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). (d) . The Unaudited Financial Statements (i) have been prepared in accordance with the same accounting policies including any related notes and principles as those adopted in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRS, and (iischedules thereto) present fairly fairly, in all material respects respects, the assetsconsolidated financial position, liabilitiesresults of operations, income (loss), changes in equity and cash flows of the Company and the its Subsidiaries on a consolidated basis as of the dates and for the periods indicatedindicated in such Financial Statements (except, in the case of the Unaudited Financial Statements, for the absence of footnotes (which if presented would not differ materially from those presented in the most recent year-end financial statements) and other presentation items and normal year-end adjustments), in each case, in conformity with GAAP, consistently applied during the periods involved, and were derived from, and accurately reflect in all material respects, the books and records of the Company and its Subsidiaries. (eb) The Except as would not reasonably be expected to be material to the Company has made available and its Subsidiaries, taken as a whole, all accounts receivable reflected in the Financial Statements, and all accounts receivable arising since September 30, 2020, to Purchaser truethe extent still outstanding, complete represent arm’s length sales in the ordinary course of business, constitute valid claims of the Company or one of its Subsidiaries, as applicable, free and correct copies clear of all Liens other than Permitted Liens, and are not subject to any dispute, claim, set-off or other defense or counterclaims other than returns in the ordinary course of business. Since September 30, 2020, (i) there have not been any write-offs as uncollectible of such accounts receivable, except for write-offs in the audited consolidated financial statements ordinary course of Goodwood as of and for the year ended December 31business consistent with past practice, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) there has not been a material change in the unaudited consolidated management aggregate amount of such accounts receivable and amounts owing to the Company or any of Goodwood its subsidiaries or the aging thereof. (c) Section 3.5(c) of the Company Disclosure Letter sets forth the Company’s aggregate Bookings and anticipated deliveries from such Bookings, in each case, as of and for the quarter ended March December 31, 2014 2020 (the “Goodwood Unaudited Management AccountsBookings Information”). The Bookings Information was derived from the books and records of the Company and its Subsidiaries, represents reasonably anticipated future revenues based on definitive agreements or letters of intent entered into by the Company and a third party, and is true and correct in all material respects. (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (gd) The Company has devised and maintained systems maintains a system of internal accounting controls with respect to its business sufficient designed to provide reasonable assurances that assurance that: (a) transactions are executed in accordance with management’s general or specific authorizations; (b) transactions are recorded as necessary to permit the preparation of financial statements in conformity with SFRSGAAP and to maintain asset accountability; (c) access to property is permitted only in accordance with management’s general or specific authorization; and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (e) Since December 31, 2017 (the “Applicable Date”), neither the Company nor any of its Subsidiaries (including any employee thereof) nor the Company’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company or (ii) any fraud, whether or not material, that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company, nor has any written complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices been received by the Company or any of its Subsidiaries. Since the Applicable Date, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its Subsidiaries or any of their respective Representatives to the Company Board or the board of directors (or similar governing body) of any of its Subsidiaries or any committee thereof or to any director or officer of the Company or any of its Subsidiaries.

Financial Statements; Internal Controls. (a) The Attached as Section 5.9(a) of the Company has made available to Purchaser true, Disclosure Letter are: true and complete and correct copies of (i) the audited unaudited consolidated statement of financial positions and consolidated statements of comprehensive income, changes in equity and cash flows of the Company and the its Subsidiaries as of and for the years ended December period November 18, 2022 through July 31, 2011, December 31, 2012 and December 31, 2013 (the most recent such date, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, including, in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes 2023 (the “Audited Financial Statements”). (b) The Audited Financial Statements (i) have been prepared in accordance with SFRS, applied on a consistent basis (except as may be indicated in the notes thereto), and (ii) give a true the unaudited consolidated statement of financial positions and fair view consolidated statements of the financial positioncomprehensive income, results of operations changes in equity and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the respective periods indicated. (c) The Company has made available to Purchaser true, complete and correct copies of the unaudited consolidated financial statements of the Company and the its Subsidiaries as of and for the quarter ended June 30seven-month period ending July 31, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity 2023 (the “Unaudited Q1 Financial Statements” and, and together with the Audited Financial Statements, the “Financial Statements”). (db) The Unaudited Financial Statements (i) have been prepared in accordance with the same accounting policies and principles as those adopted in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRS, and (ii) fairly present fairly in all material respects the assets, liabilities, income and cash flows consolidated financial position of the Company and its consolidated Subsidiaries, as at the Subsidiaries respective dates thereof, and the consolidated results of their operations, their consolidated incomes, their consolidated changes in equity and their consolidated cash flows for the respective periods then ended (subject, in the case of the Q1 Financial Statements, to normal year-end adjustment and the absence of footnotes), (ii) were prepared in conformity with all applicable Laws and GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto and subject, in the case of the Q1 Financial Statements, to normal year-end adjustment and the absence of footnotes), (iii) were prepared from, and are in accordance in all material respects with, the books and records of the Company and its consolidated basis Subsidiaries and (iv) in the case of the Audited Financial Statements comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant, in effect as of the respective dates thereof. (c) Neither the Company nor any director or officer of the Company or any of its Subsidiaries, nor to the knowledge of the Company, any independent auditor of the Company or its Subsidiaries, has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company or any of its Subsidiaries, (ii) any fraud, whether or not material, that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or any of its Subsidiaries or (iii) any claim or allegation regarding any of the foregoing. (d) The Company maintains a system of internal accounting controls, policies and procedures (whether formal or informal) which is reasonably sufficient to provide reasonable assurance (i) that transactions are executed in accordance with management’s general or specific authorizations, (ii) that transactions are recorded, and records are maintained in reasonable detail as necessary to permit preparation of accurate financial statements in conformity with GAAP, which fairly reflect the transactions and disposition of assets of each of the Company and its Subsidiaries and to maintain asset accountability, (iii) that access to assets is permitted only in accordance with management’s general or specific authorization, (iv) that the recorded accountability for assets is compared with the periods indicatedexisting assets at reasonable intervals and appropriate action is taken with respect to any differences, (v) that information required to be disclosed by each of the Company and its Subsidiaries is recorded and reported on a timely basis, and (vi) regarding prevention or timely detection of unauthorized acquisitions, misappropriation, use or disposition of the Company’s, or its Subsidiaries’, assets that could have a material effect on its financial statements (such materiality assessed with respect to a Company Material Adverse Effect). (e) The Company has made available to Purchaser true, complete books and correct copies of (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report records of the independent auditor of Goodwood thereonCompany have been, including a balance sheet and statements of comprehensive income (loss)are being, cash flows maintained in all material respects in accordance with GAAP and retained earnings or shareholders’ equity any other applicable legal and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”)accounting requirements. (f) To the knowledge of the The Company, and each of its Subsidiaries, do not have any outstanding loan capital and has not engaged in nor agreed to engage in any financing or other transaction or act of a type which would not be required to be shown or reflected in the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRSFinancial Statements. (g) The Company has devised and maintained systems of internal accounting controls with respect to its business sufficient to provide reasonable assurances that transactions are recorded as necessary to permit the preparation of financial statements in conformity with SFRS.

Financial Statements; Internal Controls. (a) The Company has made available to Purchaser true, complete and correct copies Attached as Schedule 2.7(a) is a copy of the audited consolidated financial statements (including any related notes thereto) of the Company and the Subsidiaries as of and for the fiscal years ended December 31, 20112006, December 31, 2012 2005 and December 31, 2013 (the most recent such date, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, including, in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes 2004 (the “Company Audited Financial Statements”). The Company Audited Financial Statements were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), and each fairly presents in all material respects the financial position of the Company at the respective dates thereof and the results of its operations and cash flows for the periods indicated. (b) Attached as Schedule 2.7(b) is a copy of the unaudited consolidated financial statements (including any related notes thereto) of the Company for the three and six month periods ended June 30, 2007 (the “Company Recent Financial Statements”). The Audited Company Recent Financial Statements (i) have been were prepared in accordance with SFRS, GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), and (ii) give a true and fair view fairly present in all material respects the financial position of the financial position, Company at the date thereof and the results of its operations and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the respective periods indicated, except that such statements do not reflect certain period-end adjustments customarily omitted in unaudited financial statements that are not expected to be material. (c) The Company has made available Audited Financial Statements and the Company Recent Financial Statements are referred to Purchaser true, complete and correct copies of herein collectively as the unaudited consolidated “Company Financial Statements.” No financial statements of any Person other than the Company and the Company Subsidiaries as are required by GAAP to be included in any of and for the quarter ended June 30, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Company Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). (d) The Unaudited Except as otherwise noted in the Company Recent Financial Statements Statements, or as set forth in Schedule 2.7(d), the accounts and notes receivable of the Company reflected on the balance sheet included in the Company Recent Financial Statements: (i) have been prepared arose from bona fide transactions in the ordinary course of business and are payable on ordinary trade terms, except to the extent a reserve therefor is reflected on the Company Recent Financial Statements; (ii) are legal, valid and binding obligations of the respective debtors enforceable in accordance with their terms, except as such may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting creditors’ rights generally and by general equitable principles; (iii) are not subject to any valid set-off or counterclaim for which the same accounting policies Company has received written notice except to the extent set forth in such balance sheet contained therein; and principles as those adopted in preparing (iv) are not the subject of any actions or proceedings brought by or on behalf of the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRS, and (ii) present fairly in all material respects the assets, liabilities, income and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the periods indicated. (e) The Since July 1, 2003, the books of account, ledgers and other financial records of the Company has made available to Purchaser truehave been maintained in accordance with good business practice, are complete and correct copies of (i) the audited consolidated financial statements of Goodwood as of in all material respects and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet there have been no material transactions that are required to be set forth therein and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”)which are not so set forth. (f) To the knowledge of the CompanyExcept as set forth in Schedule 2.7(f), the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies Company maintains accurate books and principles as those adopted by Goodwood in preparing records reflecting its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (g) The Company has devised assets and maintained systems of liabilities and maintains adequate internal accounting controls with respect to its business sufficient to which provide reasonable assurances that assurance that: (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to permit the preparation of the consolidated financial statements of the Company in conformity accordance with SFRSGAAP and to maintain accountability for the Company’s consolidated assets; (iii) access to the Company’s assets is permitted only in accordance with management’s authorization; and (iv) the reporting of the Company’s assets is compared with existing assets at regular intervals.

Financial Statements; Internal Controls. (a) The Company has made available delivered to Purchaser true, Buyers true and complete and correct copies of the audited consolidated financial statements balance sheets of the Company and the Subsidiaries as of and for the years ended December 31, 2011, December 312012, 2012 and December 31, 2013 (including the most recent such date, notes thereto) and the “Balance Sheet Date”)related statements of income and cash flow and for the period then ended, together with the report thereon of the independent auditor of the Company thereonErnst & Young, including, in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes certified public accountants (the “Audited Financial Statements”). The Company's December 31, 2013 balance sheet being hereinafter referred as, the “Year-End Balance Sheet.” (b) The Audited Financial Statements (i) have been prepared in accordance with SFRS, applied on a consistent basis (except as may be indicated in the notes thereto), and (ii) give a true and fair view Company has delivered to Buyers copies of the financial position, results of operations and cash flows unaudited consolidated balance sheet of the Company as of September 30, 2014 and related statements of income and cash flow for the nine (9) month period then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements are subject to normal recurring year-end adjustments and the Subsidiaries on a consolidated basis as absence of and for the respective periods indicatednotes. (c) The Company has made available financial statements referred to Purchaser true, complete in Section 3.4(a) and correct copies (b) are sometimes collectively referred to in this Agreement as the “Financial Statements.” The Financial Statements fairly present in all material respects the financial condition and the results of operations and cash flow of the unaudited Acquired Companies, on a consolidated financial statements basis, as of the Company and the Subsidiaries as respective dates of and for the quarter ended June 30periods referred to in such financial statements, 2014all in conformity with GAAP, including a balance sheet and statements subject in the case of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” and, together with the Audited Interim Financial Statements, to normal recurring year-end adjustments (which would not, individually or in the “aggregate, be material) and the absence of notes. The Financial Statements reflect the consistent application of such accounting principles throughout the periods involved, except as disclosed in the notes to such financial statements. Schedule 3.4(c) contains the complete and accurate Financial Statements”). (d) The Unaudited Financial Statements (i) have been prepared Except as set forth in accordance with the same accounting policies and principles as those adopted in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRS, and (ii) present fairly in all material respects the assets, liabilities, income and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the periods indicated. (e) The Company has made available to Purchaser true, complete and correct copies of (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the CompanySchedule 3.4, the Goodwood Unaudited Management Accounts Acquired Companies have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in place a manner consistent with SFRS. (g) The Company has devised and maintained systems system of internal accounting controls with respect to its the business conducted thereby which is sufficient to provide reasonable assurances assurance that (i) all transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with SFRSGAAP and (iii) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any difference.

Financial Statements; Internal Controls. (ai) Park has previously delivered to Vision Bancshares true and complete copies of (A) Park’s consolidated balance sheets as of December 31, 2003, 2004 and 2005 and the related consolidated statements of income, changes in operations, stockholders’ equity and cash flows for the fiscal years then ended, including the footnotes thereto, if any, additional or supplemental information supplied therewith and the report prepared in connection therewith by the independent registered public accounting firm auditing such financial statements; and (B) Park’s interim unaudited consolidated financial statements for three and six months ended June 30, 2006. The Company has made available to Purchaser documents described in clauses (A) and (B) above (collectively, the “Park Financial Statements”): (1) are true, complete and correct copies correct; (2) are in accordance with the books and records of Park; (3) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the audited SEC with respect thereto; (4) fairly and accurately present the consolidated financial statements condition of the Company Park and the its Subsidiaries as of the dates thereof, and their respective consolidated results of operations and cash flows for the years ended December 31periods then ended, 2011, December 31, 2012 as applicable (except in each case as may be noted therein and December 31, 2013 (the most recent such date, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, includingsubject, in each casethe case of unaudited interim financial statements, a balance sheet to the absence of full footnotes and statements of comprehensive income (lossto normal year-end audit adjustments that are not material in amount or in effect), cash flows and retained earnings or shareholders’ equity and related notes (the “Audited Financial Statements”).; (b5) The Audited Financial Statements were prepared on a consistent basis throughout the periods involved; and (i6) have been prepared in accordance with SFRSGAAP (except, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except in each case as may be indicated noted therein and subject, in the notes thereto)case of unaudited interim financial statements, to the absence of full footnotes and (ii) give a true and fair view of the financial position, results of operations and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the respective periods indicated. (c) The Company has made available to Purchaser true, complete and correct copies of the unaudited consolidated financial statements of the Company and the Subsidiaries as of and for the quarter ended June 30, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings normal year-end audit adjustments that are not material in amount or shareholders’ equity (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”in effect). (dii) The Unaudited Financial Statements records, systems, controls, data and information of Park and its Subsidiaries are recorded, stored, maintained and operated under means (iincluding any electronic, mechanical or photographic process, whether computerized or not) have been prepared in accordance with that are under the same accounting policies exclusive ownership and principles as those adopted in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRS, direct control of Park or one of its Subsidiaries or their respective accountants (including all means of access thereto and (ii) present fairly in all material respects the assets, liabilities, income and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the periods indicated. (e) The Company has made available to Purchaser true, complete and correct copies of (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (losstherefrom), cash flows except for any non-exclusive ownership and retained earnings or shareholders’ equity and related notes (non-direct control that would not reasonably be expected to have a Material Adverse Effect on the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (g) The Company has devised and maintained systems system of internal accounting controls with respect to described below in this Section 5.03(f)(ii). Park and its business Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances that assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including that: (A) transactions are executed only in accordance with management’s authorization; (B) transactions are recorded as necessary to permit the preparation of the financial statements of Park and its Subsidiaries in conformity with SFRSGAAP consistently applied with respect to any criteria applicable to such financial statements and to maintain accountability for the property and assets of Park and its Subsidiaries; (C) access to such property and assets is permitted only in accordance with management’s authorization; (D) the reporting of such property and assets is compared with existing property and assets at regular intervals and appropriate action is taken with respect to any differences; and (E) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. Park (1) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15 promulgated under the Exchange Act) to ensure that material information relating to Park and its Subsidiaries is made known to the management of Park by others within Park and its Subsidiaries as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Park SEC Documents, and (2) has disclosed, based on its most recent evaluation prior to the date hereof, to Park’s outside auditors and the audit committee of the Park Board (y) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15 promulgated under the Exchange Act) that are reasonably likely to adversely affect Park’s ability to record, process, summarize and report financial information and (z) any fraud, whether or not material, that involves management or other employees who have a significant role in Park’s internal control over financial reporting. As of the date hereof, there is no reason to believe that Park’s outside auditors and its principal executive officer and principal financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Sections 302, 404 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification (except to the extent expressly permitted by such rules and regulations), when next due.

Financial Statements; Internal Controls. (ai) The Company Seller has made available previously delivered to Purchaser true and complete copies of (A) its balance sheets as of December 31, 2004, 2005 and 2006 and the related statements of operations, stockholders’ equity and cash flows for the fiscal years then ended, including the footnotes thereto, if any, additional or supplemental information supplied therewith and the report prepared in connection therewith by the independent certified public accountants auditing such financial statements; and (B) its interim monthly financial reports and financial statements for the period beginning after December 31, 2006 and ended on September 30, 2007. The documents described in clauses (A) and (B) above (collectively, the “Seller Financial Statements”): 1) are true, complete and correct copies correct; 2) are in accordance with the books and records of Seller; 3) present fairly and accurately the assets, liabilities, revenues, expenses and financial condition of Seller as of the audited consolidated financial statements of the Company dates thereof, and the Subsidiaries as results of and operations for the years ended December 31, 2011, December 31, 2012 and December 31, 2013 (periods then ended; 4) were prepared on a consistent basis throughout the most recent such date, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, including, in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Audited Financial Statements”).periods involved; and (b) The Audited Financial Statements (i5) have been prepared in accordance with SFRS, applied on a consistent basis (except as may be indicated in the notes thereto), and GAAP. (ii) give a true Neither Seller nor any of its Subsidiaries has any material liability (whether absolute, accrued, contingent or otherwise and fair view whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of Seller included in its Quarterly Report on Form 10-Q for the financial positionfiscal quarter ended September 30, results 2007 (including any notes thereto) and for liabilities incurred in the ordinary course of operations and cash flows of the Company business consistent with past practice since September 30, 2007 or in connection with this Agreement and the Subsidiaries on a consolidated basis as of and for the respective periods indicatedtransactions contemplated hereby. (ciii) The Company has made available to Purchaser truerecords, complete systems, controls, data and correct copies information of Seller and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the unaudited consolidated financial statements exclusive ownership and direct control of the Company Seller or its Subsidiaries or accountants (including all means of access thereto and the Subsidiaries as of and for the quarter ended June 30, 2014, including a balance sheet and statements of comprehensive income (losstherefrom), cash flows except for any non-exclusive ownership and retained earnings or shareholders’ equity (non-direct control that would not reasonably be expected to have a Material Adverse Effect on the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). (d) The Unaudited Financial Statements (i) have been prepared in accordance with the same accounting policies and principles as those adopted in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRS, and (ii) present fairly in all material respects the assets, liabilities, income and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the periods indicated. (e) The Company has made available to Purchaser true, complete and correct copies of (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (g) The Company has devised and maintained systems system of internal accounting controls with respect described below in this Section 5.02(g)(iii). Seller (A) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15 promulgated under the Exchange Act) to ensure that material information relating to Seller, including its business sufficient consolidated Subsidiaries, is made known to provide reasonable assurances the chief executive officer and the chief financial officer of Seller by others within those entities, and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to Seller’s outside auditors and the audit committee of Seller’s Board of Directors (y) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15 promulgated under the Exchange Act) that transactions are recorded reasonably likely to adversely affect Seller’s ability to record, process, summarize and report financial information and (z) any fraud, whether or not material, that involves management or other employees who have a significant role in Seller’s internal controls over financial reporting. These disclosures were made in writing by management to Seller’s auditors and audit committee and a copy has previously been made available to Purchaser. As of the date hereof, and except as necessary Previously Disclosed, Seller knows of no reason related to permit Seller to believe that Seller’s outside auditors and its chief executive officer and chief financial officer will not be able to give the preparation certifications and attestations required pursuant to Sections 302, 404 and 906 of financial statements the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification (except to extent expressly permitted by such rules and regulations), when next due. (iv) Since December 31, 2006, (A) through the date hereof, neither Seller nor any of its Subsidiaries nor, to Seller’s knowledge, any director, officer, employee, auditor, accountant or representative of Seller or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Seller or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Seller or any of its Subsidiaries has engaged in conformity with SFRSquestionable accounting or auditing practices, and (B) no attorney representing Seller or any of its Subsidiaries, whether or not employed by Seller or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Seller or any of it Subsidiaries or any of their respective officers, directors, employees or agents to the Board of Directors of Seller or any committee thereof or to any director or officer of Seller.

Financial Statements; Internal Controls. (ai) Seller has previously delivered to Parent true and complete copies of (A) its balance sheets as of December 31, 2009 and 2010 and the related statements of operations, stockholders’ equity and cash flows for the fiscal years then ended, including the footnotes thereto, if any, and the report prepared in connection therewith by the independent certified public accountants auditing such financial statements; (B) an unaudited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows for the fiscal year ended December 31, 2011; and (C) its interim monthly financial reports and financial statements for the period beginning after December 31, 2011 and ended on February 29, 2012. The Company has made available to Purchaser documents described in clauses (A)—(C) above (collectively, the “Seller Financial Statements”): 1) are true, complete and correct copies in all material respects; 2) are in accordance with the books and records of Seller in all material respects; 3) present fairly and accurately the assets, liabilities, revenues, expenses and financial condition of Seller as of the audited consolidated financial statements of the Company dates thereof, and the Subsidiaries as results of and operations for the years ended December 31, 2011, December 31, 2012 and December 31, 2013 (periods then ended; 4) were prepared on a consistent basis throughout the most recent such date, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, including, in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Audited Financial Statements”).periods involved; and (b) The Audited Financial Statements (i5) have been prepared in accordance with SFRS, applied on a consistent basis (except as may be indicated in the notes thereto), and GAAP. (ii) give a true Neither Seller nor any of its Subsidiaries has any material liability (whether absolute, accrued, contingent or otherwise and fair view of the financial positionwhether due or to become due), results of operations and cash flows of the Company and the Subsidiaries except for those liabilities that are reflected on a consolidated basis as of and for the respective periods indicated. (c) The Company has made available to Purchaser true, complete and correct copies of or reserved against the unaudited consolidated financial statements balance sheet of the Company and the Subsidiaries as of and Seller for the fiscal quarter ended June 30, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). (d) The Unaudited Financial Statements (i) have been prepared in accordance with the same accounting policies and principles as those adopted in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRS, and (ii) present fairly in all material respects the assets, liabilities, income and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the periods indicated. (e) The Company has made available to Purchaser true, complete and correct copies of (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 20132011 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since December 31, together 2011 or in connection with this Agreement and the report transactions contemplated hereby. (iii) The records, systems, controls, data and information of Seller and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the independent auditor exclusive ownership and direct control of Goodwood thereon, Seller or its Subsidiaries or accountants (including a balance sheet all means of access thereto and statements of comprehensive income (losstherefrom), cash flows except for any non-exclusive ownership and retained earnings or shareholders’ equity and related notes (non-direct control that would not reasonably be expected to have a Material Adverse Effect on the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts system of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”internal accounting controls described in this Section 5.02(g)(iii). (fiv) To Since December 31, 2011, (A) through the date hereof, neither Seller nor any of its Subsidiaries nor, to Seller’s knowledge, any director, officer, employee, auditor, accountant or representative of Seller or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the Companyaccounting or auditing practices, the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing procedures, methodologies or methods of Seller or any of its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (g) The Company has devised and maintained systems of Subsidiaries or their respective internal accounting controls controls, including any material complaint, allegation, assertion or claim that Seller or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing Seller or any of its Subsidiaries, whether or not employed by Seller or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Seller or any of its Subsidiaries or any of their respective officers, directors, employees or agents to Seller’s Board of Directors of Seller or any committee thereof or to any Seller director or officer with respect to its business sufficient to provide reasonable assurances that transactions are recorded as necessary to permit the preparation a title of financial statements in conformity with SFRSnot less than vice president.

Financial Statements; Internal Controls. (a) The Company has made available to Purchaser true, GCAC in the Virtual Data Room true and complete and correct copies of the audited consolidated financial statements balance sheets of the Company and the Subsidiaries as of and for the years ended December 31, 2011, 2019 and as of December 31, 2012 2020, and December 31, 2013 the related statements of operations and cash flows of the Company for each of the years then ended (the most recent such datecollectively, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, including, in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Audited Annual Financial Statements”). (b) The . Each of the Audited Annual Financial Statements (including the notes thereto) (i) have been was prepared in accordance with SFRS, United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), ) and (ii) give a true and fair view of fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and the Subsidiaries on a consolidated basis as of and at the date thereof and for the respective period indicated therein, except as otherwise noted therein. Each of the PCAOB Audited Financials (as described in Section 7.01(a)) (including the notes thereto), when delivered in accordance with this Agreement (i) will be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicatedindicated (except as may be indicated in the notes thereto) and (ii) will fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and its Subsidiaries as of and at the date thereof and for the period indicated therein, except as otherwise noted therein. (cb) The Company has made available to Purchaser true, GCAC in the Virtual Data Room true and complete and correct copies of the unaudited consolidated financial statements balance sheet of the Company and the Subsidiaries as of and for the quarter ended June 30March 31, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity 2021 (the “Unaudited Interim Financial Statements” andStatements Date”), together with and the Audited Financial Statementsrelated unaudited statements of operations and cash flows of the Company for the three-month period then ended (collectively, the “Interim Financial Statements”). (d, which are attached as Section 4.07(b) of the Company Disclosure Schedule. The Unaudited Interim Financial Statements (i) have been were prepared in accordance with GAAP applied on a consistent basis throughout the same accounting policies and principles as those adopted in preparing the Company’s management accounts periods indicated (except for the preceding three years andomission of footnotes and subject to year-end adjustments) and fairly present, for those items included, such items have been calculated in a manner consistent with SFRS, and (ii) present fairly in all material respects respects, the assetsfinancial position, liabilities, income results of operations and cash flows of the Company and its Subsidiaries as of and at the Subsidiaries date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments. (c) Except as and to the extent set forth on the Audited Annual Financial Statements or the Interim Financial Statements, or, when delivered, the PCAOB Audited Financials, the Company does not have any liability, debt or obligation of a nature (whether accrued, absolute, contingent or otherwise), required to be reflected on a consolidated basis balance sheet prepared in accordance with GAAP consistently applied and in accordance with past practice, except for: (i) liabilities that were incurred in the ordinary course of business since the Interim Financial Statements Date, (ii) liabilities or obligations disclosed in the Company Disclosure Schedule or (iii) such other liabilities and obligations which would not, individually or in the aggregate, reasonably expected to be material to the Company. None of the Company or any of its Subsidiaries is a party to, or has any commitment to become a party to, any contract or arrangement that would constitute an “off balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K under the Exchange Act), 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 on the Audited Annual Financial Statements or the Interim Financial Statements, or, when delivered, the PCAOB Audited Financials. (d) Since the Formation Date, (i) none of the Company, any of its Subsidiaries or, to the Company’s knowledge, any director, officer, employee, auditor, accountant or Representative of the Company or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company, its Subsidiaries or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices and for (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the periods indicateddirection of the chief executive officer, chief financial officer, general counsel, the Company Board or any committee thereof. (e) The Company has made available to Purchaser true, complete and correct copies of (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the Company, no employee of the Goodwood Unaudited Management Accounts Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any of its Subsidiaries or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any of its Subsidiaries has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a). (f) All accounts receivable of the Company or any of its Subsidiaries reflected on the Interim Financial Statements or arising thereafter have been prepared arisen from bona fide transactions in the ordinary course of business consistent with past practices and in accordance with GAAP and are collectible, subject to bad debts reserved in the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for Interim Financial Statements. To the preceding two years and, for those items includedknowledge of the Company, such items have accounts receivables are not subject to valid defenses, setoffs or counterclaims, other than routine credits granted for errors in ordering, shipping, pricing, discounts, rebates, returns in the ordinary course of business and other similar matters. The Company’s reserve for contractual allowances and doubtful accounts is adequate in all material respects and has been calculated in a manner consistent with SFRSpast practices. Since December 31, 2020, none of the Company or any of its Subsidiaries has modified or changed in any material respect its sales practices or methods, including such practices or methods in accordance with which the Company or any of its Subsidiaries sells goods, fills orders or record sales. (g) All accounts payable of the Company or any of its Subsidiaries reflected on the Interim Financial Statements or arising thereafter are the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due or payable. Since December 31, 2020, none of the Company or any of its Subsidiaries has altered in any material respects its practices for the payment of such accounts payable, including the timing of such payment. (h) The Company has devised and maintained its Subsidiaries maintain systems of internal accounting controls with respect to its business control over financial reporting that are sufficient to provide reasonable assurances assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that the Company and its Subsidiaries maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with SFRSGAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of the Company’s management and the Company Board; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. The Company has made available to GCAC a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of the Company or any of its Subsidiaries to the Company’s or any of its Subsidiaries’ respective independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of the Company or any of its Subsidiaries to record, process, summarize and report financial data. The Company has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of the Company or any of its Subsidiaries. Since December 31, 2020, there have been no material changes in the Company’s or any of its Subsidiaries’ respective internal control over financial reporting. (i) Neither the Company (including any employee thereof) nor the Company’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company or its Subsidiaries, (ii) any fraud, whether or not material, that involves the Company’s or any of its Subsidiaries’ respective management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or any of its Subsidiaries or (iii) any claim or allegation regarding any of the foregoing.

Financial Statements; Internal Controls. (a) The Company has made available to Purchaser true, complete and correct copies of the audited consolidated financial statements of the Company and the Subsidiaries as of and its consolidated Subsidiaries, for the years fiscal year ended December 31, 2011, December 31, 2012 and December 31, 2013 (the most recent such date, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, including, in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes 2011 (the “2011 Audited Financial StatementsFinancials”) and each other relevant fiscal year included in the Company SEC Reports, and the unaudited consolidated financial statements for the periods subsequent to the 2011 Audited Financials (including in each case any notes thereto)., included in the Company SEC Reports: (b) The Audited Financial Statements (i) have been complied in all material respects with applicable accounting requirements and the rules and regulations of the SEC; (ii) were prepared in accordance with SFRS, United States generally accepted accounting principles (“GAAP”) applied on a consistent basis (except as may be indicated in the notes thereto)to those financial statements) and subject, and (ii) give a true and fair view in the case of the unaudited financial positionstatements, to normal year-end audit adjustments and to the absence of information or notes not required by GAAP to be included in interim financial statements as permitted by Form 10-Q of the SEC; and (iii) fairly presented (except as may be indicated in the notes thereto) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended. (b) Section 4.11(b) of the Company and the Subsidiaries on a consolidated basis as of and for the respective periods indicated. (c) The Company has made available to Purchaser true, complete and correct copies of the unaudited consolidated financial statements of the Company and the Subsidiaries as of and for the quarter ended June 30, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). (d) The Unaudited Financial Statements (i) have been prepared in accordance with the same accounting policies and principles as those adopted in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRS, and (ii) present fairly in all material respects the assets, liabilities, income and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the periods indicated. (e) The Company has made available to Purchaser true, complete and correct copies of Disclosure Letter contains (i) the audited consolidated financial statements balance sheets of Goodwood the Chehalis Joint Venture as of and for the year ended December 31, 20132010 (the “Chehalis Audited Balance Sheet”), together with and the report of the independent auditor of Goodwood thereon, including a balance sheet and related audited statements of comprehensive income (loss)operations, cash flows and retained earnings or shareholders’ equity and related notes cash flows for the fiscal year then ended (together with the Chehalis Audited Balance Sheet, the “Goodwood Chehalis Audited Financial Statements”) and (ii) the unaudited consolidated management accounts balance sheet of Goodwood the Chehalis Joint Venture as of and for the quarter ended March 31September 30, 2014 2011 (the “Goodwood Unaudited Management AccountsLatest Balance Sheet”) and the related unaudited statement of operations, shareholders’ equity and cash flows for the period then ended (together with the Chehalis Audited Financial Statements and the Latest Balance Sheet, the “Chehalis Financial Statements”). Except (A) as may be indicated in the footnotes thereto and/or (B) in the case of unaudited Chehalis Financial Statements, for the absence of footnotes and for normal year-end adjustments, the Chehalis Financial Statements have been prepared from the books and records of the Chehalis Joint Venture in accordance with GAAP applied on a consistent basis (except as may be indicated in the notes to those financial statements) and fairly presented, in all material respects, the financial condition and results of operations and cash flows of the entities or business to which they relate as of the dates thereof or the periods then ended. (c) The Company maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. Such disclosure controls and procedures are reasonably effective to ensure that all material information relating to the Company and its Subsidiaries required to be disclosed in the Company’s periodic reports under the Exchange Act is made known to the Company’s principal executive officer and its principal financial officer by others within the Company or any of its Subsidiaries, and such disclosure controls and procedures are reasonably effective in timely alerting the Company’s principal executive officer and its principal financial officer to such information required to be included in the Company’s periodic reports required under the Exchange Act. The Company has disclosed, based on the most recent evaluation of its principal executive officer and its principal financial officer prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s or any of its Subsidiary’s ability to record, process, summarize and report financial information in any material respect and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. (d) From January 1, 2009 to the date hereof, neither the Company nor, to the Knowledge of the Company, any Representative of the Company has received any material complaint, allegation, assertion or claim, regarding deficiencies in the accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls. (e) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Applicable Exchange. Neither the Company nor any of its Subsidiaries has outstanding, or has arranged any outstanding “extensions of credit” to directors or executive officers of the Company prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (f) To Section 4.11(f) of the knowledge Company Disclosure Letter sets forth, and the Company has delivered to Parent complete and correct copies of, the documents creating or governing all of the Company’s “off-balance sheet arrangements” (as defined in Item 303(a)(4) of Regulation S-K of the SEC), to the Goodwood Unaudited Management Accounts have been prepared extent required to be reported in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRSCompany SEC Reports. (g) The Company has devised obtained the Concord Amendment pursuant to which, subject to the satisfaction of the conditions contained therein, it shall obtain an amendment to the Concord Mortgage Loan that consents to the transactions contemplated by this Agreement or waives any default or event of default that may arise in connection with this Agreement or the transactions contemplated hereby, extends the maturity of the Concord Mortgage Loan and maintained systems of internal accounting controls with respect contains other terms, in each case, in the form set forth in Exhibit C. The Concord Amendment is in full force and effect, subject to its business sufficient to provide reasonable assurances that transactions are recorded as necessary to permit the preparation of financial statements in conformity with SFRSEnforceability Exceptions.

Financial Statements; Internal Controls. (a) The Company has made available to Purchaser true, complete and correct copies of the Buyer’s audited consolidated financial statements of the Company and the Subsidiaries as of and included in Buyer’s Form 10-K for the years year ended December 31, 2011, December 2019 and the unaudited consolidated financial statements included in Buyer’s quarterly reports on Form 10-Q for the quarters ended March 31, 2012 2020 and December 31June 30, 2013 (2020, filed in the most recent such date, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, including, in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes SEC Filings (the “Audited Financial Statements”). (b) The Audited Financial Statements (i) have been were prepared in accordance with SFRS, generally accepted accounting principles in the United States applied on a consistent basis (except as may be indicated in the notes thereto), “GAAP”) and (ii) give a true PCAOB standards and fair view of the financial position, results of operations and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the respective periods indicated. (c) The Company has made available to Purchaser true, complete and correct copies of the unaudited consolidated financial statements of the Company and the Subsidiaries as of and for the quarter ended June 30, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). (d) The Unaudited Financial Statements (i) have been prepared in accordance with the same accounting policies and principles as those adopted in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRS, and (ii) present fairly in all material respects the assetsfinancial condition and position of Buyer, liabilitiestaken as a whole and including all consolidation adjustments and other GAAP adjustments, income and cash flows of as at the Company dates thereof and the Subsidiaries on a consolidated basis as results of operations and changes in financial position of Buyer for the periods indicatedcovered by such financial statements subject to, in the case of the interim financial statements, normal and recurring year-end adjustments that will not, individually or in the aggregate, be material, and are in all material respects complete and correct, and do not contain or reflect any material inaccuracies or discrepancies. There has been no material change in the accounting policies of Buyer since the date of the last Financial Statement. (eb) The Company has made available to Purchaser true, complete books of account and correct copies other financial records of Buyer: (i) the audited consolidated financial statements reflect all items of Goodwood as of income and for the year ended December 31, 2013, together expense and all assets and liabilities required to be reflected therein in accordance with local tax and accounting (excluding any purchase price allocation entries and other GAAP adjustments) regulations and GAAP applied on a consistent basis in accordance with the report past practices of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) Buyer; and (ii) the unaudited consolidated management accounts of Goodwood as of have been maintained in accordance with good business practices, GAAP and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”)PCAOB requirements. (fc) To the knowledge of the Company, the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (g) The Company has devised and maintained Buyer maintains systems of internal accounting controls with respect to its business sufficient to provide reasonable assurances that assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit the preparation of consolidated financial statements for the group of entities in conformity with SFRSGAAP; and (iii) access to assets is permitted only in accordance with management’s general or specific authorization. (d) Each SEC Filing containing financial statements was accompanied by the certifications required to be filed or submitted by Buyer’s chief executive officer and chief financial officer pursuant to the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”); at the time of filing or submission of each such certification, such certification was true and accurate and complied with the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder; such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither Buyer nor any of its officers has received notice from any Governmental Authority questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certification. (e) Save and except as disclosed in the Financial Statements, Buyer and each of its Affiliates does not have any loans, notes or other indebtedness outstanding to any of its shareholders, officers, directors or employees, past or present, or any Person not dealing at “arm’s length” (as such term is used in the Income Tax Act (Canada)). (f) The auditors of Buyer are independent public accountants as required by applicable securities legislation, including Article 2 of Regulation S-X, and there has not been any “reportable event” (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators) or required disclosure under Item 4.01 of Form 8-K, that has not otherwise been reported, with the present or former auditor of Buyer and the auditor of Buyer has not provided any material comments or recommendations to Buyer regarding its accounting policies, internal control systems or other accounting or financial practices that have not been implemented by Buyer.

Financial Statements; Internal Controls. (a) The Company has made available to Purchaser true, complete and correct copies Section 3.06(a) of the Seller Disclosure Schedules sets forth (i) the Company’s audited consolidated financial statements consisting of the balance sheets of the Company as of March 31, 2020 and March 31, 2021 and the Subsidiaries as related statement of and for the years ended December 31operations, 2011, December 31, 2012 and December 31, 2013 (the most recent such date, the “Balance Sheet Date”), together with the report statement of the independent auditor of the Company thereon, including, changes in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholdersstockholders’ equity and related notes statement of cash flows for the fiscal years then ended (the “Audited Financial Statements”). (b) The Audited Financial Statements (i) have been prepared in accordance with SFRS, applied on a consistent basis (except as may be indicated in the notes thereto), and (ii) give a true and fair view of the financial position, results of operations and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the respective periods indicated. (c) The Company has made available to Purchaser true, complete and correct copies of the Company’s unaudited consolidated financial statements consisting of the balance sheet of the Company and the Subsidiaries as of and for the quarter ended June 30, 2014, including a balance sheet 2021 and statements the statement of comprehensive income (loss), cash flows profits and retained earnings or shareholders’ equity losses for the three-month period then ended (the “Unaudited Financial Statements” and, and together with the Audited Financial Statements, the “Financial Statements”). (d) . The Unaudited Financial Statements (iincluding the related notes and schedules thereto) (x) have been prepared from the books and records of the Company, (y) have been prepared in accordance with GAAP applied on a consistent basis throughout the same accounting policies period involved (except as may be noted therein), subject, in the case of the Unaudited Financial Statements, to normal and principles as those adopted recurring year-end adjustments, none of which shall be material, individually or in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRSaggregate, and the absence of notes and (iiz) fairly present fairly in all material respects the assets, liabilities, income and cash flows financial condition of the Company as of the respective dates they were prepared and the Subsidiaries on a consolidated basis as results of and the operations of the Company for the periods indicated. The balance sheet of the Company as of March 31, 2021 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date”. (eb) The Company has made available to Purchaser trueSection 3.06(b) of the Seller Disclosure Schedules sets forth the unaudited management accounts of the Company, complete and correct copies extracted from the reporting system of (i) the audited consolidated financial statements of Goodwood Company, as of August 31, 2021 and for the year five-month period then ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). . The Management Accounts (fi) To have been prepared from the knowledge books and records of the Company, the Goodwood Unaudited Management Accounts (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the same accounting policies period involved (except as may be noted therein), subject to normal and principles as those adopted by Goodwood recurring year-end adjustments, none of which shall be material, individually or in preparing its management accounts the aggregate, and the absence of notes, and (iii) having regard for the preceding two years andpurpose for which such financial information was prepared, for those items includeddo not (A) materially overstate the value of the assets nor materially understate the liabilities of the Company as at the dates to which they were prepared, such items have been calculated or (B) materially overstate the profits or materially understate the losses of the Company in a manner consistent with SFRSrespect of the periods to which the relate. (gc) The Company has devised and maintained systems a system of internal accounting controls with respect to its business over financial reporting that is sufficient to comply in all material respects with all legal and accounting requirements applicable to the business of the Company and provide reasonable assurances assurance (i) that transactions are recorded as necessary to permit the preparation of financial statements in conformity accordance with SFRSGAAP consistently applied and (ii) of the prevention or timely detection of the unauthorized acquisition, use or disposition of the assets of the Company. The Company has not identified (x) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s preparation of financial statements or internal controls over financial reporting. (d) Since January 1, 2019, the Company has not received any material complaint, allegation, assertion or written claim regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of the Company or its internal accounting controls, including any material complaint, allegation, assertion or written claim that the Company has engaged in questionable accounting or auditing practices. (e) The Company is not a party to, or has any commitment to become a party to, any off-balance sheet partnership or any similar Contract or arrangement, 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 in its financial statements, including the Financial Statements.

Financial Statements; Internal Controls. (a) The Attached as Section 5.9(a) of the Company has made available to Purchaser true, Disclosure Letter are: true and complete and correct copies of (i) the audited consolidated statement of financial positions and consolidated statements of comprehensive income, changes in equity and cash flows of the Company and the its Subsidiaries as of and for the years ended December 31, 2011, December 31, 2012 2021 and December 31, 2013 (the most recent such date, the “Balance Sheet Date”)2020, together with the report of the independent auditor of the Company thereonauditor’s reports thereon (collectively, including, in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Audited Financial Statements”). (b) The Audited Financial Statements (i) have been prepared in accordance with SFRS, applied on a consistent basis (except as may be indicated in the notes thereto), and (ii) give a true the unaudited consolidated statement of financial positions and fair view consolidated statements of the financial positioncomprehensive income, results of operations changes in equity and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the respective periods indicated. (c) The Company has made available to Purchaser true, complete and correct copies of the unaudited consolidated financial statements of the Company and the its Subsidiaries as of and for the quarter ended June 30three-month period ending March 31, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity 2022 (the “Unaudited Q1 Financial Statements” and, and together with the Audited Financial Statements, the “Financial Statements”). (db) The Unaudited Financial Statements (i) have been prepared in accordance with the same accounting policies and principles as those adopted in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRS, and (ii) fairly present fairly in all material respects the assets, liabilities, income and cash flows consolidated financial position of the Company and its consolidated Subsidiaries, as at the Subsidiaries respective dates thereof, and the consolidated results of their operations, their consolidated incomes, their consolidated changes in equity and their consolidated cash flows for the respective periods then ended (subject, in the case of the Q1 Financial Statements, to normal year-end adjustment and the absence of footnotes), (ii) were prepared in conformity with all applicable Laws and IFRS applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto and subject, in the case of the Q1 Financial Statements, to normal year-end adjustment and the absence of footnotes), (iii) were prepared from, and are in accordance in all material respects with, the books and records of the Company and its consolidated basis Subsidiaries and (iv) in the case of the Audited Financial Statements comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant, in effect as of the respective dates thereof. (c) Neither the Company nor any director or officer of the Company or any of its Subsidiaries, nor to the knowledge of the Company, any independent auditor of the Company or its Subsidiaries, has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company or any of its Subsidiaries, (ii) any fraud, whether or not material, that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or any of its Subsidiaries or (iii) any claim or allegation regarding any of the foregoing. (d) The Company maintains a system of internal accounting controls, policies and procedures (whether formal or informal) which is reasonably sufficient to provide reasonable assurance (i) that transactions are executed in accordance with management’s general or specific authorizations, (ii) that transactions are recorded, and records are maintained in reasonable detail as necessary to permit preparation of accurate financial statements in conformity with IFRS, which fairly reflect the transactions and disposition of assets of each of the Company and its Subsidiaries and to maintain asset accountability, (iii) that access to assets is permitted only in accordance with management’s general or specific authorization, (iv) that the recorded accountability for assets is compared with the periods indicatedexisting assets at reasonable intervals and appropriate action is taken with respect to any differences, (v) that information required to be disclosed by each of the Company and its Subsidiaries is recorded and reported on a timely basis, and (vi) regarding prevention or timely detection of unauthorized acquisitions, misappropriation, use or disposition of the Company’s, or its Subsidiaries’, assets that could have a material effect on its financial statements (such materiality assessed with respect to a Company Material Adverse Effect). (e) The Company has made available to Purchaser true, complete books and correct copies of (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report records of the independent auditor of Goodwood thereonCompany have been, including a balance sheet and statements of comprehensive income (loss)are being, cash flows maintained in all material respects in accordance with IFRS and retained earnings or shareholders’ equity any other applicable legal and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”)accounting requirements. (f) To the knowledge of the The Company, and each of its Subsidiaries, do not have any outstanding loan capital and has not engaged in nor agreed to engage in any financing or other transaction or act of a type which would not be required to be shown or reflected in the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRSFinancial Statements. (g) The Company has devised and maintained systems of internal accounting controls with respect to its business sufficient to provide reasonable assurances that transactions are recorded as necessary to permit the preparation of financial statements in conformity with SFRS.

Financial Statements; Internal Controls. (a) The Attached as Section 2.7 of the Company has made available to Purchaser true, complete and correct copies of Disclosure Schedule are (i) the audited consolidated financial balance sheets, statements of income and stockholders’ equity and statements of cash flows of the Company and the Subsidiaries as of and for the fiscal years ended December 31, 2011, 2013 and December 31, 2012 and December (ii)(1) the unaudited balance sheet of Company (the “Company Balance Sheet”) as of May 31, 2013 2014 (the most recent such date, the “Company Balance Sheet Date”)) and (2) the unaudited consolidated statements of income, stockholders’ equity and cash flows for the five-month period ended May 31, 2014, in the case of (i) above, together with the report of the independent auditor of the Company thereonnotes to such financial statements (collectively, including, in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Audited Company Financial Statements”). (b) . The Audited Company Financial Statements (i) are consistent with the books and records of the Company; (ii) have been prepared in accordance with SFRS, GAAP (except that the unaudited Company Financial Statements do not contain footnotes and are subject to normal year-end adjustments) applied on a consistent basis (except as may be indicated in throughout the notes thereto), periods covered; and (iiiii) give a true and fair view of fairly present in all material respects the financial position, results of operations income, stockholders’ equity and cash flows of the Company and the Company Subsidiaries on a consolidated basis as of and the dates indicated therein or for the respective periods indicatedindicated therein, subject to normal year-end adjustments and the absence of footnotes in the case of the unaudited Company Financial Statements. The statements of income included in the Company Financial Statements do not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business required to be disclosed separately in accordance with GAAP, except as expressly specified in the applicable statement of operations or notes thereto. The books of account of the Company accurately reflect the Company’s items of income and expense and all assets and liabilities and accruals that properly should have been reflected therein in accordance with GAAP consistently applied throughout the periods covered thereby except as disclosed in the Company Financial Statements. The Company has provided or made available to Parent copies of all material correspondence with its independent certified accountants since January 1, 2011. (cb) The Company has made available to Purchaser trueand the Company Subsidiaries maintain a system of internal controls over financial reporting that provides reasonable assurance that (i) records are maintained in reasonable detail and accurately and fairly reflect, complete in all material respects, the transactions and correct copies dispositions of the unaudited consolidated financial statements assets of the Company and the Subsidiaries as of Company Subsidiaries; (ii) receipts and for the quarter ended June 30, 2014, including a balance sheet expenditures and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). (d) The Unaudited Financial Statements (i) have been prepared other transactions are executed in accordance with the same accounting policies and principles as those adopted in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRS, and authorization of management; (iiiii) present fairly in all material respects the assets, liabilities, income and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the periods indicated. (e) The Company has made available to Purchaser true, complete and correct copies of (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (g) The Company has devised and maintained systems of internal accounting controls with respect to its business sufficient to provide reasonable assurances that transactions are recorded as necessary to permit the preparation of financial statements in conformity with SFRSGAAP and to maintain accountability for the assets and liabilities of the Company and the Company Subsidiaries; and (iv) there is prevention or timely detection of the unauthorized acquisition, use, or disposition of assets of the Company and the Company Subsidiaries that would have a material effect on the Company’s financial statements. No significant deficiency or material weakness was identified in management’s assessment of internal controls as of May 31, 2014, nor has any such deficiency or weakness since been identified.

Financial Statements; Internal Controls. (a) The Attached as Section 2.7 of the Company has made available to Purchaser true, complete and correct copies of Disclosure Schedule are (i) the audited consolidated financial balance sheets, statements of income and members’ equity and statements of cash flows of the Company and the Subsidiaries as of and for the fiscal years ended December 31, 2011, 2013 and December 31, 2012 and December (ii)(1) the unaudited balance sheet of Company (the “Company Balance Sheet”) as of May 31, 2013 2014 (the most recent such date, the “Company Balance Sheet Date”)) and (2) the unaudited consolidated statements of income, members’ equity and cash flows for the five-month period ended May 31, 2014, in the case of (i) above, together with the report of the independent auditor of the Company thereonnotes to such financial statements (collectively, including, in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Audited Company Financial Statements”). (b) . The Audited Company Financial Statements (i) are consistent with the books and records of the Company; (ii) have been prepared in accordance with SFRSGAAP (except as otherwise stated therein or in the case of the unaudited Company Financial Statements, for the omission of footnotes and subject to normal year-end adjustments) applied on a consistent basis (except as may be indicated in throughout the notes thereto), periods covered; and (iiiii) give a true and fair view of fairly present, in all material respects, the financial position, results of operations income, members’ equity and cash flows of the Company and the Subsidiaries on a consolidated basis as of the dates indicated therein, subject to normal year-end adjustments and for the respective absence of footnotes in the case of the unaudited Company Financial Statements. The statements of income included in the Company Financial Statements do not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business required to be disclosed separately in accordance with GAAP, except as expressly specified in the applicable statement of operations or notes thereto. The financial books of account of the Company have been maintained in accordance with customary business practices and fairly and accurately reflect, in all material respects, on a basis consistent with past periods indicated. (c) through the periods involved all of the material transactions of the Company, and the Company Financial Statements have been prepared and presented based upon and in conformity therewith. The Company has provided or made available to Purchaser true, complete and correct copies of all material correspondence with its independent certified accountants since January 1, 2011. (b) The Company and the unaudited consolidated Company Subsidiaries maintain a system of internal controls over financial statements reporting that provides commercially reasonable assurance that (i) records are maintained in reasonable detail and accurately and fairly reflect the transactions and dispositions of the assets of the Company and the Subsidiaries as of Company Subsidiaries; (ii) receipts and for the quarter ended June 30, 2014, including a balance sheet expenditures and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). (d) The Unaudited Financial Statements (i) have been prepared other transactions are executed in accordance with the same accounting policies and principles as those adopted in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRS, and authorization of management; (iiiii) present fairly in all material respects the assets, liabilities, income and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the periods indicated. (e) The Company has made available to Purchaser true, complete and correct copies of (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (g) The Company has devised and maintained systems of internal accounting controls with respect to its business sufficient to provide reasonable assurances that transactions are recorded as necessary to permit the preparation of financial statements in conformity with SFRSGAAP and to maintain accountability for the assets and liabilities of the Company and the Company Subsidiaries; and (iv) there is prevention or timely detection of the unauthorized acquisition, use, or disposition of assets of the Company and the Company Subsidiaries that would affect the Company’s financial statements.

Financial Statements; Internal Controls. (a) The Company has made available to Purchaser true, complete and correct copies Section 2.5 of the Disclosure Schedule contains (i) the audited consolidated financial balance sheets of Seller and the Companies as of December 31, 2006 and 2005, and the audited consolidated statements of the Company income and cash flows of Seller and the Subsidiaries as of and Companies for the years ended December 31, 20112006 and 2005, together with the notes to such financial statements (such balance sheet as of December 31, 2012 2006, is referred to herein as the “Balance Sheet”, and December 31, 2013 (the most recent such date, 2006 is referred to herein as the “Balance Sheet Date”), together with and the report of the independent auditor of the Company thereon, including, financial statements described in each case, a balance sheet and statements of comprehensive income this clause (loss), cash flows and retained earnings or shareholders’ equity and related notes (i) are collectively referred to herein as the “Audited Historical Financial Statements”). (b) The Audited Financial Statements (i) have been prepared in accordance with SFRS, applied on a consistent basis (except as may be indicated in the notes thereto), and (ii) give a true and fair view of the financial position, results of operations and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the respective periods indicated. (c) The Company has made available to Purchaser true, complete and correct copies of the unaudited consolidated financial statements of the Company and the Subsidiaries as of and for the quarter ended June 30, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). (d) The Unaudited Financial Statements (i) have been prepared in accordance with the same accounting policies and principles as those adopted in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRS, and (ii) present fairly in all material respects the assets, liabilities, income and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the periods indicated. (e) The Company has made available to Purchaser true, complete and correct copies of (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts balance sheet of Goodwood Seller and the Companies as of September 30, 2007, and the unaudited consolidated statements of income and cash flows of Seller and each Company for the quarter three (3) quarters ended March 31September 30, 2014 2007 (such balance sheet as of September 30, 2007 is referred to herein as the “Goodwood Unaudited Management AccountsInterim Balance Sheet”, September 30, 2007 is referred to herein as the “Interim Balance Sheet Date”, the financial statements described in this clause (ii) are collectively referred to herein as the “Interim Financial Statements”, and all of the financial statements described in this sentence are collectively referred to herein as the “Financial Statements”). . Each balance sheet (fincluding any related notes) To included in the knowledge Financial Statements presents fairly in all material respects the financial position of the CompanyCompanies as of the date thereof, and each income statement (including any related notes) and cash flow statement included in the Goodwood Unaudited Management Accounts have Financial Statements presents fairly in all material respects the results of operations and cash flow, respectively, of Companies for the period set forth therein, subject, in the case of the Interim Financial Statements, to normal year-end adjustments (which adjustments will not be, individually or in the aggregate, material) and the lack of footnotes and other presentation items. Each of the Financial Statements has been prepared in accordance with the same accounting policies Historical Policies. Each of the Historical Financial Statements has been audited by the Companies’ independent public accountants. The books, records and principles as those adopted by Goodwood accounts of each Company are correct and complete in preparing its management accounts for the preceding two years andall material respects, for those items includedrepresent actual, such items bona fide transactions and have been calculated maintained in a manner consistent accordance with SFRSsound business and accounting practices. (gb) The Each Company has devised and maintained systems maintains a system of internal accounting controls with respect to its business sufficient to provide reasonable assurances that assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with SFRSGAAP and to maintain accountability for assets; and (iii) access to assets is permitted only in accordance with management’s general or specific authorization.

Financial Statements; Internal Controls. (a) The Company has made available to Purchaser true, complete and correct copies of the audited consolidated financial statements balance sheet of the Company and the its Subsidiaries as of December 31, 2023, and the related audited consolidated statements of operations, stockholders’ equity, and cash flows for the years fiscal year ended December 31, 2011, December 31, 2012 2023 and December 31, 2013 (the most recent such date, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, including, in each case, a consolidated balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Audited Financial Statements”). (b) The Audited Financial Statements (i) have been prepared in accordance with SFRS, applied on a consistent basis (except as may be indicated in the notes thereto), and (ii) give a true and fair view of the financial position, results of operations and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the respective periods indicated. (c) The Company has made available to Purchaser true, complete and correct copies of the unaudited consolidated financial statements of the Company and the its Subsidiaries as of September 30, 2024, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the fiscal quarter ended June September 30, 2014, including a balance sheet and statements of comprehensive income 2024 (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” and, together with the Audited Financial Statementscollectively, the “Financial Statements”). (d) The Unaudited Financial Statements (i) have been , were prepared in accordance with GAAP, applied on a consistent basis for the same accounting policies periods involved (except as otherwise expressly noted therein), and principles fairly present, the financial position of the Company and its Subsidiaries as those adopted of the dates thereof and the results of their operations for the periods then ended (except as otherwise expressly noted therein). Except as set forth on Schedule 3.12(a), there are no liabilities or obligations of the Company or its Subsidiaries of the type required to be accrued on or reserved against in preparing a consolidated balance sheet prepared in accordance with GAAP, other than (a) liabilities or obligations set forth on the face of the balance sheet as of September 30, 2024 included in the Financial Statements (such balance sheet, the “Most Recent Balance Sheet”), (b) liabilities or obligations which were incurred in the Ordinary Course of Business after the date of the Most Recent Balance Sheet (none of which are liabilities or obligations resulting from violations of Law or breaches of Contract), (c) liabilities or obligations incurred in connection with the transactions contemplated by the Definitive Documents, and (d) liabilities or obligations that, individually or in the aggregate, are not material to the Company Entities, taken as a whole. To the Knowledge of the Company’s management accounts for the preceding three years and, for those items included, such items there have been calculated no instances of fraud by any Company Entity that occurred during any period covered by the Financial Statements that would reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. (b) As of the date hereof, the Company has established and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) that complies with the requirements of the Exchange Act and will continue to maintain a manner consistent system of internal control over financial reporting, in each case which has been designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with SFRSGAAP. From the date hereof through the Plan Effective Date, the Company has continued to maintain a system of internal control over financial reporting, including (i) making and keeping accurate books and records and (ii) present fairly in all material respects the assets, liabilities, income and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the periods indicated. maintaining internal accounting controls that provide reasonable assurance that (eA) The Company has made available to Purchaser true, complete and correct copies of (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts have been prepared transactions are executed in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years andmanagement’s authorization, for those items included, such items have been calculated in a manner consistent with SFRS. (gB) The Company has devised and maintained systems of internal accounting controls with respect to its business sufficient to provide reasonable assurances that transactions are recorded as necessary to permit the preparation of its financial statements and to maintain accountability for its assets, (C) access to its assets is permitted only in conformity accordance with SFRSmanagement’s authorization, and (D) the reported accountability for its assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (c) To the Knowledge of the Company, the Company does not have any material weakness in their internal control over financial reporting, other than any such material weaknesses with respect to which a plan for remediation has been established and other than as set forth in Schedule 3.12(b) or disclosed in the Company SEC Documents. (d) As of the date hereof, the Company maintains disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that they file and submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including that information required to be disclosed by the Company in the reports that it files and submits under the Exchange Act is accumulated and communicated to management of the Company Entities as appropriate to allow timely decisions regarding required disclosure, and such disclosure controls and procedures are effective.

Financial Statements; Internal Controls. (a) The following financial statements are attached as Section 2.3 of the Company has made available to Purchaser true, complete and correct copies of Disclosure Schedule: (i) the audited consolidated financial statements of the Company and its Subsidiaries as of December 31, 2010 and 2009, including the balance sheet and the related statements of operations, statements of changes in stockholders’ 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 (the “Audited Financial Statements”); and (ii) the unaudited financial statements of the Company and the Subsidiaries as of and for the years ended December 31June 30, 2011, December 31, 2012 and December 31, 2013 (including the most recent such date, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, including, in each case, a balance sheet and statements the related statement of comprehensive income (loss)operations, cash flows and retained earnings or shareholdersstatement of changes in stockholders’ equity and related notes (the “Audited Financial Statements”). (b) The Audited Financial Statements (i) have been prepared in accordance with SFRS, applied on a consistent basis (except as may be indicated in the notes thereto), and (ii) give a true and fair view statement of the financial position, results of operations and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the respective periods indicated. (c) The Company has made available to Purchaser true, complete and correct copies of the unaudited consolidated financial statements of the Company and the its Subsidiaries as of and for the quarter six (6) month period then ended June 30(such financial statements, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” and”; the balance sheet of the Company and its Subsidiaries as of June 30, together with 2011, the “Reference Balance Sheet”; the date of the Reference Balance Sheet, the “Reference Balance Sheet Date”); (the Audited Financial Statements and the Unaudited Financial Statements, collectively, the “Financial Statements”). . The Financial Statements have been prepared in accordance with GAAP, consistently applied (d) The 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 Financial Statements (i) fairly present, in all material respects, the financial position of the Company and its Subsidiaries and the results of operations and changes in cash flows as of the dates and for the periods specified. The Financial Statements have been prepared in accordance with the same accounting policies books and principles as those adopted in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRS, and (ii) present fairly in all material respects the assets, liabilities, income and cash flows records of the Company and its Subsidiaries. The Company and its Subsidiaries have made and kept (and given Parent access to their) books and records and accounts, in accordance with applicable Legal Requirements, which accurately and fairly reflect, in all material respects, the Subsidiaries on a consolidated basis as activities of Company and for the periods indicatedits Subsidiaries. (eb) The Company has made available Neither the Company, any Acquired Entity or any Center Entity, nor, to Purchaser true, complete and correct copies of (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge Knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Goodwood Unaudited Management Accounts have been prepared Company or any Acquired Entity or any Center Entity, has within the last three (3) years received or has otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim (other than discussions among accounting professionals in accordance with the same ordinary course which were resolved in the ordinary course), whether written or oral, regarding the accounting policies and principles as those adopted by Goodwood or auditing practices, procedures, methodologies or methods of the Company or any Acquired Entity or any Center Entity or internal control over financial reporting of the Company or any Acquired Entity or any Center Entity, including knowledge of any material complaint, allegation, assertion or claim that the Company or any Acquired Entity or any Center Entity has engaged in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRSquestionable or improper accounting practices. (g) The Company has devised and maintained systems of internal accounting controls with respect to its business sufficient to provide reasonable assurances that transactions are recorded as necessary to permit the preparation of financial statements in conformity with SFRS.

Financial Statements; Internal Controls. (a) The Company has made available to Purchaser trueAttached as Schedule 4.4 are (i) audited balance sheets for each Manager at December 31, complete 2001, 2002 and correct copies 2003 (provided such entities were in existence as of the such date) and audited consolidated financial statements of the Company income, changes in owners' equity and the Subsidiaries as of and cash flow for the fiscal years ended December 31, 20112001, 2002 and 2003 (or such shorter periods as such entities have been in existence) (such financial statements, including the footnotes contained therein, the "Manager Audited Financial Statements"), (ii) unaudited balance sheets for each Manager at June 30, 2004 and unaudited statements of income for the six months ending on June 30, 2004 (the "Manager Unaudited Financial Statements"), (iii) an audited balance sheet for the Advisor at December 31, 2012 2003 and audited statements of income, changes in owners' equity and cash flow for the fiscal year ended December 31, 2013 2003 (such financial statements, including the most recent such datefootnotes contained therein, the “Balance Sheet Date”)"Advisor Audited Financial Statements"; and, together with the report Manager Audited Financial Statements, the "Audited Financial Statements"), and (iv) an unaudited balance sheet for the Advisor at June 30, 2004 and unaudited statements of income and changes in owners' equity for the independent auditor of six months ended June 30, 2004 (the Company thereon"Advisor Unaudited Financial Statements"; and together with the Manager Unaudited Financial Statements, the "Unaudited Financial Statements"). The Audited Financial Statements and Unaudited Financial Statements are collectively referred to herein as the "Service Provider Financial Statements." The Service Provider Financial Statements and the Supplemental Financial Statements (including, in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related any notes (the “Audited Financial Statements”). (b) The Audited Financial Statements (ithereto if required by GAAP) have been prepared or (when delivered) will be prepared in accordance with SFRSGAAP and fairly present, applied on a consistent basis (except in all material respects, the financial condition of such Service Provider as may be indicated in the notes thereto), and (ii) give a true and fair view of the financial position, respective dates and the results of operations and cash flows of the Company and the Subsidiaries on a consolidated basis as of and such Service Provider for the respective periods indicatedthen ended, as applicable, subject, in the case of unaudited statements, to normal or recurring year-end adjustments. (cb) The Company has made available to Purchaser true, complete and correct copies of the unaudited consolidated financial statements of the Company and the Subsidiaries as of and for the quarter ended June 30, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). (d) The Unaudited Financial Statements Based on its most recent evaluation (i) no Service Provider has any significant deficiencies in the design or operation of its internal controls which could have been prepared in accordance a material adverse effect on REIT's ability to record, process, summarize and report financial data with the same accounting policies and principles as those adopted in preparing the Company’s management accounts for the preceding three years and, for those items included, respect to such items have been calculated in a manner consistent with SFRS, Service Provider and (ii) present fairly no Service Provider has identified any fraud, whether or not material, that involves management or other employees of such Service Provider who have a significant role in all material respects the assets, liabilities, income and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the periods indicated. (e) The Company has made available to Purchaser true, complete and correct copies of (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts such Service Provider's internal controls. There have been prepared no significant changes in accordance the internal controls of any Service Provider or in other factors with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (g) The Company has devised and maintained systems of respect to any Service Provider's operations that could significantly affect internal accounting controls with respect to such Service Provider subsequent to the date of its business sufficient most recent evaluation, including any corrective actions with regard to provide reasonable assurances that transactions are recorded as necessary to permit the preparation of financial statements in conformity with SFRSsignificant deficiencies and material weaknesses.

Financial Statements; Internal Controls. (a) The Company has made available delivered to Purchaser true, correct and complete and correct copies of the its audited consolidated financial statements balance sheets of PCS Intermediate Holdings, LLC, a Delaware limited liability company and wholly-owned direct Subsidiary of the Company (“PCS Intermediate Holdings”), and its subsidiaries (all of which are wholly-owned indirect Subsidiaries of the Subsidiaries Company) and related income statements, statements of cash flow and statements of stockholders’ equity (or equivalent thereof) as of and for the years ended December 31, 20112021, December 31, 2012 2022 and December its unaudited consolidated balance sheets and related income statements, statements of cash flow and statements of stockholders’ equity (or equivalent thereof) as of the eight month period ended August 31, 2013 2023 (the most recent such dateunaudited balance sheet as of August 31, 2023, the “Latest Balance Sheet DateSheet”), together with the report of the independent auditor of the Company thereon, including, in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Audited Financial Statements”). (b) The Audited Financial Statements (i) have been prepared in accordance with SFRS, applied on a consistent basis (except as may be indicated in the notes thereto), and (ii) give a true and fair view of the financial position, results of operations and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the respective periods indicated. (c) The Company has made available to Purchaser true, complete and correct copies of the unaudited consolidated such financial statements of the Company and the Subsidiaries as of and for the quarter ended June 30, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” and, together with the Audited Financial Statementscollectively, the “Financial Statements”). (d) . The Unaudited Financial Statements (iincluding any related notes and schedules) are accurate and complete as presented in all material respects, are based upon the books and records of PCS Intermediate Holdings, and have been prepared from and in accordance with the same accounting policies books of account and principles financial records of PCS Intermediate Holdings and the Subsidiaries and in accordance with GAAP applied on a consistent basis throughout the periods indicated, except as those adopted set forth on Schedule 3.11(a) of the Disclosure Schedules and that the August 31, 2023 Financial Statements are subject to normal and recurring year-end audit adjustments (none of which would reasonably be expected to be material, individually or in preparing the aggregate). The Financial Statements fairly present the consolidated financial condition, cash flows and operating results of PCS Intermediate Holdings and its Subsidiaries (taken as whole) as of the dates, and for the periods, indicated therein. Except (a) as set forth on the face of the Latest Balance Sheet or (b) as set forth on Schedule 3.11(a) of the Disclosure Schedules, PCS Intermediate Holdings and the Subsidiaries have no liabilities or obligations, contingent or otherwise, liquidated or unliquidated, known or unknown other than liabilities incurred in the ordinary course of business since the date of the Latest Balance Sheet (none of which relates to or arises from any violation of Law, breach of Contract, tort, infringement, or misappropriation), which, in all such cases, individually and in the aggregate are not material to the consolidated financial condition and operating results of PCS Intermediate Holdings and the Subsidiaries. Except as set forth on Schedule 3.11(a) of the Disclosure Schedules, the Company’s management accounts for , PCS Intermediate Holdings and the preceding three years andSubsidiaries (taken as whole) maintain and will continue to maintain a standard system of accounting established and administered to permit preparation of the financial statements in accordance with GAAP. The Company, for those items included, such items PCS Intermediate Holdings and the Subsidiaries have been calculated in established and maintain a manner consistent with SFRS, and (ii) present fairly system of internal accounting controls that are in all material respects the assets, liabilities, income and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the periods indicated. (e) The Company has made available to Purchaser true, complete and correct copies of (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (g) The Company has devised and maintained systems of internal accounting controls with respect to its business sufficient to provide reasonable assurances that transactions are recorded as necessary to permit assurance regarding the reliability of financial reporting and the preparation of financial statements in conformity accordance with SFRSGAAP consistently applied. Neither the Company nor, to the Knowledge of the Company, any of its or its Subsidiaries’ directors, officers, auditors or independent accountants has identified or been made aware of (A) any significant deficiency or material weakness in the system of internal control over financial reporting utilized by the Company and its Subsidiaries that has not been subsequently remediated; or (B) any fraud that involves the Company’s or its Subsidiaries’ management or other employees who have a role in the preparation of financial statements or the internal control over financial reporting utilized by the Company and its Subsidiaries. Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract relating to any transaction or relationship between or among the Company and/or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose Person, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC).

Financial Statements; Internal Controls. (a) The Company has made available delivered to Purchaser true, the Lenders complete and correct copies of of: (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (the “Company Form 10-K”), which contains the audited consolidated financial statements balance sheet of the Company and the its consolidated Subsidiaries as of and for the years ended December 31, 20112019, December 31, 2012 and December 31, 2013 (the most recent such date, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, including, in each case, a balance sheet and related consolidated statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes statements of cash flows for the fiscal year then ended, including the footnotes thereto, certified by independent certified public accountants; and (ii) the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020 (the “Audited Company Form 10-Q”), which contains the unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as of June 30, 2020, and the related unaudited consolidated statements of income and stockholders’ equity and statements of cash flows for the three month period then ended (the financial statements in clauses (i) and (ii) collectively the “Financial Statements”). (b) The Audited Each of the consolidated balance sheets contained in the Financial Statements fairly presents in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of income and shareholders’ equity and statements of cash flows included in the Financial Statements fairly presents in all material respects the consolidated results of operations, stockholders’ equity or cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods to which they relate (i) have been prepared subject, in the case of any unaudited interim financial statements, to normal year-end adjustments and the absence of footnote disclosures), in each case in accordance with SFRS, GAAP applied on a consistent basis (during the periods involved, except as may be indicated in the notes thereto), and (ii) give a true and fair view of the financial position, results of operations and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the respective periods indicatednoted therein. (c) The Company has made available to Purchaser true, complete and correct copies Since the date of the unaudited consolidated latest financial statements included in the Company Form 10-Q and except as disclosed therein, neither the Company nor any of its Subsidiaries has (i) sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or action or Order from any applicable Governmental Authority, (ii) issued or granted any securities (other than pursuant to (x) employee benefit plans, stock option or stock incentive plans, other employee compensation plans or non-employee director compensation programs in existence on the date hereof and described in the Company Form 10-K or Company Form 10-Q or (y) options, warrants or rights outstanding on the date hereof or the date on which the Rights Offering is fully subscribed), (iii) incurred any liability or obligation, direct or contingent, other than liabilities and obligations that were incurred in the ordinary course of business, (iv) entered into any transaction not in the ordinary course of business (other than as contemplated hereunder or as described in the Company Form 10-K or Company Form 10-Q (without giving effect to any supplements or amendments thereto after the execution and delivery of this Agreement)), or (v) declared or paid any dividend on its Capital Stock, and, since such date, there has not been any change in the terms of the Equity Interests or long-term debt of the Company or any of its Subsidiaries (other than as described in the Company Form 10-K or Company Form 10-Q (without giving effect to any supplements or amendments thereto after the execution and delivery of this Agreement)) or any adverse change, or any development involving a prospective adverse change, in or affecting the condition (financial or otherwise), results of operations, stockholders’ equity, properties, management, business or prospects of the Company and its Subsidiaries, taken as a whole, in each case except as could not, individually or in the Subsidiaries as of and for the quarter ended June 30aggregate, 2014, including reasonably be expected to have a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”)Material Adverse Effect. (d) The Unaudited Financial Statements Except as set forth in Section 3.5(d) of the Disclosure Schedule, the Company maintains a system of internal controls over financial reporting (ias such term is defined in Rule 13a-15(f) have been prepared in accordance with of the same accounting policies and principles as those adopted in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRS, and (iiExchange Act) present fairly that complies in all material respects with the assets, liabilities, income and cash flows requirements of the Company Exchange Act and that has been designed by, or under the supervision of, the Company’s principal executive and principal financial officers, to provide assurance regarding the reliability of financial reporting and the Subsidiaries on a consolidated basis preparation of financial statements for external purposes in accordance with GAAP. Except as set forth in Section 3.5(d) of and for the periods indicated. (e) The Disclosure Schedule, the Company has made available maintains internal accounting controls designed to Purchaser true, complete and correct copies of provide reasonable assurance that (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31transactions are executed in accordance with management’s general or specific authorization, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (g) The Company has devised and maintained systems of internal accounting controls with respect to its business sufficient to provide reasonable assurances that transactions are recorded as necessary to permit the preparation of the Company’s financial statements in conformity with SFRSGAAP and to maintain accountability for its assets, (iii) access to the Company’s assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for the Company’s assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. As of the date of the most recent balance sheet of the Company and its consolidated Subsidiaries reviewed or audited by P▇▇▇▇▇ & M▇▇▇▇, PLLC and the audit committee of the board of directors of the Company, there were no material weaknesses in the Company’s internal controls. (e) Except as set forth in Section 3.5(e) of the Disclosure Schedule, since the date of the most recent balance sheet of the Company and its consolidated Subsidiaries reviewed or audited by P▇▇▇▇▇ & M▇▇▇▇, PLLC and the audit committee of the board of directors of the Company, (i) the Company has not been advised of or become aware of (x) any significant deficiencies in the design or operation of internal controls, that could adversely affect the ability of the Company or any of its Subsidiaries to record, process, summarize and report financial data, or any material weaknesses in internal controls, and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Company and each of its Subsidiaries; and (ii) there have been no significant changes in internal controls or in other factors that could significantly adversely affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

Financial Statements; Internal Controls. (a) The Company SPX has made available delivered to Purchaser true, complete and correct copies GE the unaudited combined balance sheets of the audited consolidated financial statements EST Business as at December 31, 2002 and 2003 and September 30, 2004, and the unaudited combined statement of income of the Company and the Subsidiaries as of and EST Business for the fiscal years ended December 31, 2011, December 31, 2012 2002 and December 31, 2013 (the most recent such date, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, including, in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Audited Financial Statements”). (b) The Audited Financial Statements (i) have been prepared in accordance with SFRS, applied on a consistent basis (except as may be indicated in the notes thereto), and (ii) give a true and fair view of the financial position, results of operations and cash flows of the Company 2003 and the Subsidiaries on a consolidated basis as of and for the respective periods indicated. (c) The Company has made available to Purchaser true, complete and correct copies of the unaudited consolidated financial statements of the Company and the Subsidiaries as of and for the quarter nine-month period ended June September 30, 2014, including a balance sheet and statements of comprehensive income 2004 (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” and, together with the Audited Financial Statementscollectively, the “Financial Statements”). (d) , a copy of each of which is included in the Disclosure Schedule. The Unaudited Financial Statements were prepared from and in accordance with the books and records of the EST Companies and present fairly in all material respects the combined financial position and combined results of operations of the EST Business as at the respective dates indicated and for the respective periods then ended in conformity with U.S. generally accepted accounting principles (“GAAP”), consistently applied, except as set forth in Exhibit 3.9(a), and except that the interim statements are subject to normal year end adjustments (none of which will be, individually or in the aggregate, material to the EST Business, taken as a whole). The combined statements of cash flows for the fiscal years ended December 31, 2002 and 2003 and the nine-month period ended September 30, 2004 included in the Disclosure Schedule have been prepared from and in accordance with the books and records of the EST Companies and from the Financial Statements for internal purposes. The books and records of the EST Companies, in all material respects, (i) accurately reflect the transactions and accounts of the EST Business and (ii) have been and are being maintained in accordance with good business practices and all applicable Laws and accounting requirements. When delivered to GE in accordance with Section 5.13, the Audited Financial Statements will have been prepared in accordance with the same accounting policies and principles as those adopted procedures set forth in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRSExhibit 5.13, and (ii) will present fairly in all material respects the assetscombined financial position of the EST Business as at September 30, liabilities, income 2004 and the combined results of operations and cash flows flow of the Company and the Subsidiaries on a consolidated basis as of and EST Business for the periods indicatedtwelve months ended September 30, 2004 on the basis set forth on Exhibit 5.13. (eb) SPX has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) and internal control over financial reporting (as such term is defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) in the EST Business that are designed, in all material respects, to ensure that information material to SPX relating to the EST Business required to be disclosed by SPX in the reports that it files or submits under the Exchange Act is accumulated and communicated to SPX to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective, in all material respects, to ensure that information material to SPX relating to the EST Business required to be disclosed by SPX in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. (c) The Company has made available to Purchaser trueEST Companies, complete and correct copies of in all material respects, (i) keep books, records and accounts which, in reasonable detail, accurately and fairly reflect the audited consolidated financial statements of Goodwood as of transactions and for the year ended December 31, 2013, together with the report dispositions of the independent auditor assets of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) EST Business and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in maintain a manner consistent with SFRS. (g) The Company has devised and maintained systems system of internal accounting controls with respect to its business sufficient to provide reasonable assurances that (w) transactions are executed in accordance with management’s general or specific authorization; (x) transactions are recorded as necessary (1) to permit the preparation of financial statements in conformity accordance with SFRSGAAP and (2) to maintain accountability for assets; (y) access to assets is permitted only in accordance with management’s general or specific authorization; and (z) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any material differences. (d) Since December 31, 2003, none of the EST Companies nor, to SPX’s knowledge, any director, officer, agent, employee or other Person acting on behalf of any of the EST Companies, has (i) used any corporate or other funds for contributions, payments, gifts or entertainment, or made any expenditures, which, in the case of any of the foregoing, would be unlawful, relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or entertainment expenditures. (e) Since December 31, 2003, none of the EST Companies nor, to SPX’s knowledge, any director, officer, employee, auditor, accountant or representative of any of them, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of any of the EST Companies or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that any of the EST Companies has engaged in questionable accounting or auditing practices, and (ii) no attorney representing SPX or any of the other EST Companies, whether or not employed by SPX or any of the other EST Companies, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by any of the EST Companies or any of their respective officers, directors, employees or agents to the Board of Directors of SPX or any other EST Company or any committee thereof or to any director or officer of SPX or any other EST Company.

Financial Statements; Internal Controls. (ai) The Company Seller has made available previously delivered to Purchaser true and complete copies of (A) its balance sheets as of December 31, 2004, 2005 and 2006 and the related statements of operations, stockholders' equity and cash flows for the fiscal years then ended, including the footnotes thereto, if any, additional or supplemental information supplied therewith and the report prepared in connection therewith by the independent certified public accountants auditing such financial statements; and (B) its interim monthly financial reports and financial statements for the period beginning after December 31, 2006 and ended on September 30, 2007. The documents described in clauses (A) and (B) above (collectively, the "Seller Financial Statements"): 1) are true, complete and correct copies correct; 2) are in accordance with the books and records of Seller; 3) present fairly and accurately the assets liabilities, revenues, expenses and financial condition of Seller as of the audited consolidated financial statements of the Company dates thereof, and the Subsidiaries as results of and operations for the years ended December 31, 2011, December 31, 2012 and December 31, 2013 (periods then ended; 4) were prepared on a consistent basis throughout the most recent such date, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, including, in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Audited Financial Statements”).periods involved; and (b) The Audited Financial Statements (i5) have been prepared in accordance with SFRS, applied on a consistent basis (except as may be indicated in the notes thereto), and GAAP. (ii) give a true Neither Seller nor any of its Subsidiaries has any material liability (whether absolute, accrued, contingent or otherwise and fair view whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of Seller included in its Quarterly Report on Form 10-Q for the financial positionfiscal quarter ended September 30, results 2007 (including any notes thereto) and for liabilities incurred in the ordinary course of operations and cash flows of the Company business consistent with past practice since September 30, 2007 or in connection with this Agreement and the Subsidiaries on a consolidated basis as of and for the respective periods indicatedtransactions contemplated hereby. (ciii) The Company has made available to Purchaser truerecords, complete systems, controls, data and correct copies information of Seller and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the unaudited consolidated financial statements exclusive ownership and direct control of the Company Seller or its Subsidiaries or accountants (including all means of access thereto and the Subsidiaries as of and for the quarter ended June 30, 2014, including a balance sheet and statements of comprehensive income (losstherefrom), cash flows except for any non-exclusive ownership and retained earnings or shareholders’ equity (non-direct control that would not reasonably be expected to have a Material Adverse Effect on the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). (d) The Unaudited Financial Statements (i) have been prepared in accordance with the same accounting policies and principles as those adopted in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRS, and (ii) present fairly in all material respects the assets, liabilities, income and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the periods indicated. (e) The Company has made available to Purchaser true, complete and correct copies of (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (g) The Company has devised and maintained systems system of internal accounting controls with respect described below in this Section 5.02(g)(iii). Seller (A) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15 promulgated under the Exchange Act) to ensure that material information relating to Seller, including its business sufficient consolidated Subsidiaries, is made known to provide reasonable assurances the chief executive officer and the chief financial officer of Seller by others within those entities, and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to Seller's outside auditors and the audit committee of Seller's Board of Directors (y) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15 promulgated under the Exchange Act) that transactions are recorded reasonably likely to adversely affect Seller's ability to record, process, summarize and report financial information and (z) any fraud, whether or not material, that involves management or other employees who have a significant role in Seller's internal controls over financial reporting. These disclosures were made in writing by management to Seller's auditors and audit committee and a copy has previously been made available to Purchaser. As of the date hereof, and except as necessary Previously Disclosed, Seller knows of no reason related to permit Seller to believe that Seller's outside auditors and its chief executive officer and chief financial officer will not be able to give the preparation certifications and attestations required pursuant to Sections 302, 404 and 906 of financial statements the Sarbanes-Oxley Act, witho▇▇ ▇▇▇▇▇▇▇▇▇▇ion (except to extent expressly permitted by such rules and regulations), when next due. (iv) Since December 31, 2006, (A) through the date hereof, neither Seller nor any of its Subsidiaries nor, to Seller's knowledge, any director, officer, employee, auditor, accountant or representative of Seller or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Seller or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Seller or any of its Subsidiaries has engaged in conformity with SFRSquestionable accounting or auditing practices, and (B) no attorney representing Seller or any of its Subsidiaries, whether or not employed by Seller or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Seller or any of it Subsidiaries or any of their respective officers, directors, employees or agents to the Board of Directors of Seller or any committee thereof or to any director or officer of Seller.

Financial Statements; Internal Controls. (ai) The Company Seller has made available previously delivered to Purchaser true and complete copies of (A) its balance sheets as of December 31, 2008, 2009 and 2010 and the related statements of operations, stockholders’ equity and cash flows for the fiscal years then ended, including the footnotes thereto, if any, additional or supplemental information supplied therewith and the report prepared in connection therewith by the independent certified public accountants auditing such financial statements; and (B) its interim monthly financial reports and financial statements for the period beginning after December 31, 2010 and ended on June 30, 2011. The documents described in clauses (A) and (B) above (collectively, the “Seller Financial Statements”): 1) are true, complete and correct copies correct; 2) are in accordance with the books and records of Seller; 3) present fairly and accurately the assets, liabilities, revenues, expenses and financial condition of Seller as of the audited consolidated financial statements of the Company dates thereof, and the Subsidiaries as results of and operations for the years ended December 31, 2011, December 31, 2012 and December 31, 2013 (periods then ended; 4) were prepared on a consistent basis throughout the most recent such date, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, including, in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Audited Financial Statements”).periods involved; and (b) The Audited Financial Statements (i5) have been prepared in accordance with SFRS, applied on a consistent basis (except as may be indicated in the notes thereto), and GAAP. (ii) give a true Neither Seller nor any of its Subsidiaries has any material liability (whether absolute, accrued, contingent or otherwise and fair view whether due or to become due), except for those liabilities that are reflected on or reserved against the consolidated balance sheet of the financial position, results of operations and cash flows of the Company and the Subsidiaries on a consolidated basis as of and Seller for the respective periods indicated. (c) The Company has made available to Purchaser true, complete and correct copies of the unaudited consolidated financial statements of the Company and the Subsidiaries as of and for the fiscal quarter ended June 30, 20142011 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 2011 or in connection with this Agreement and the transactions contemplated hereby. (iii) The records, systems, controls, data and information of Seller and its Subsidiaries are recorded, stored, maintained and operated under means (including a balance sheet any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and statements direct control of comprehensive income Seller or its Subsidiaries or accountants (lossincluding all means of access thereto and therefrom), cash flows except for any non-exclusive ownership and retained earnings or shareholders’ equity (non-direct control that would not reasonably be expected to have a Material Adverse Effect on the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”system of internal accounting controls described below in this Section 5.02(g)(iii). (div) The Unaudited Financial Statements Since December 31, 2010, (iA) have been prepared through the date hereof, neither Seller nor any of its Subsidiaries nor, to Seller’s knowledge, any director, officer, employee, auditor, accountant or representative of Seller or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Seller or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Seller or any of its Subsidiaries has engaged in accordance with the same questionable accounting policies and principles as those adopted in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRSor auditing practices, and (iiB) present fairly in all no attorney representing Seller or any of its Subsidiaries, whether or not employed by Seller or any of its Subsidiaries, has reported evidence of a material respects violation of securities laws, breach of fiduciary duty or similar violation by Seller or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the assets, liabilities, income and cash flows Board of the Company and the Subsidiaries on a consolidated basis as Directors of and for the periods indicatedSeller or any committee thereof or to any director or officer of Seller. (e) The Company has made available to Purchaser true, complete and correct copies of (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (g) The Company has devised and maintained systems of internal accounting controls with respect to its business sufficient to provide reasonable assurances that transactions are recorded as necessary to permit the preparation of financial statements in conformity with SFRS.

Financial Statements; Internal Controls. (a) The Company Seller has made available to each Purchaser true, complete and correct copies of of: (i) the audited consolidated financial statements of the Company and the Subsidiaries as of and for the years ended December 31, 2011, December 31, 2012 and December 31, 2013 (the most recent such date, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, including, in each case, a balance sheet and unaudited consolidated interim financial statements of comprehensive income (loss)Seller included in the Seller SEC Documents and such statements are complete and correct in all material respects, cash flows and retained earnings or shareholders’ equity and related notes (the “Audited Financial Statements”). (b) The Audited Financial Statements (i) have been prepared in accordance with SFRSGAAP consistently applied, applied on a consistent basis and fairly present (except as may be indicated in the notes thereto), ) the consolidated financial position of Seller and (ii) give a true and fair view its consolidated Subsidiaries as of the financial position, dates thereof and their consolidated results of operations and cash flows of for the Company periods then ended (except with respect to the unaudited interim financial statements for normal recurring year-end adjustments that, individually or in the aggregate, would not be material); (ii) the Seller Financial Statements and the Subsidiaries on a consolidated basis as of Indian Subsidiary Financial Statements and for the respective periods indicated. (c) The Company has made available to Purchaser true, such statements are complete and correct copies of the unaudited consolidated financial statements of the Company and the Subsidiaries as of and for the quarter ended June 30in all material respects, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). (d) The Unaudited Financial Statements (i) have been prepared in accordance with GAAP consistently applied (or with respect to the same accounting policies and principles as those adopted in preparing the Company’s management accounts Indian Subsidiary for the preceding three years andaudited balance sheet and statement of income of the Indian Subsidiary and the footnotes thereto for the fiscal year ended March 31, for those items included2008, such items have been calculated in a manner consistent accordance with SFRSIndia statutory audit requirements and generally accepted accounting principles in India), and fairly present (iiexcept as may be indicated in the notes thereto) present the consolidated financial position of the Sale Business as of the dates thereof and the consolidated results of operations for the periods then ended (except with respect to the unaudited interim financial statements for normal recurring year-end adjustments that, individually or in the aggregate, would not be material); (iii) the Seller Balance Sheet, which is complete and correct in all material respects, has been prepared in good faith and fairly presents (except as may be indicated in the notes thereto) the consolidated financial position of the Sale Business as of the date thereof; and (iv) the Seller Income Statement, which is complete and correct in all material respects, has been prepared in good faith and fairly presents (except as may be indicated in the notes thereto) the consolidated results of operation of the Sale Business for the period then ended (with a good faith estimate and allocation of the costs and expenses of Seller related to the Sale Business during such period). (b) Seller and its Subsidiaries make and keep books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of their respective assets. The Seller’s system of internal controls over financial reporting is sufficient in all material respects the assets, liabilities, income and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the periods indicated. (e) The Company has made available to Purchaser true, complete and correct copies of provide reasonable assurance (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (g) The Company has devised and maintained systems of internal accounting controls with respect to its business sufficient to provide reasonable assurances that transactions are recorded as necessary to permit the preparation of financial statements in conformity with SFRSGAAP and to maintain accountability for assets, (ii) that receipts and expenditures are executed in accordance with the authorization of management, (iii) that access to assets is permitted only in accordance with management’s general or specific authorization and (iv) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the assets of Seller or any Subsidiary that would materially affect Seller’s financial statements. No significant deficiency or material weakness was identified in management’s assessment of internal controls as of March 31, 2008 or in any such assessment conducted since March 31, 2008. (c) The financial projections and business plan provided by Seller to each Purchaser prior to the date hereof was reasonably prepared on a basis reflecting the management’s best estimates, assumptions and judgments, at the time provided to such Purchaser, as to the future financial performance of the Sale Business. (d) Seller’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the ▇▇▇▇ ▇▇▇) are reasonably designed to ensure that (i) all information (both financial and non-financial) required to be disclosed by Seller in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC and (ii) all such information is accumulated and communicated to Seller’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of Seller required under the 1934 Act with respect to such reports. (e) The audit committee of the Seller Board includes an Audit Committee Financial Expert, as defined by Item 401(h)(2) of Regulation S-K. (f) The Seller has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K, for senior financial officers, applicable to its principal financial officer, comptroller or principal accounting officer, or persons performing similar functions. The Seller has promptly disclosed any change in or waiver of Seller’s code of ethics with respect to any such persons, as required by Section 406(b) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. To the Knowledge of Seller, there have been no violations of provisions of Seller’s code of ethics by any such persons.

Financial Statements; Internal Controls. (a) The Company has made available to Purchaser true, complete and correct copies Attached hereto as Schedule 4.5(a) of the audited consolidated Disclosure Schedules are the following financial statements statements: (i) the unaudited statement of assets and liabilities of the Company as of September 30, 2019 and the Subsidiaries related statement of revenues and expenses of the Company for the nine months then ended, (ii) the unaudited statements of assets and liabilities of the Company as of and for the years ended December 31, 2011, 2018 (the “Company’s Reference Balance Sheet”) and as of December 31, 2012 2017, and December 31the related statement of revenues and expenses of the Company for the fiscal years then ended, 2013 (iii) the most recent such dateunaudited statements of revenues and expenses of K Skin as of September 30, 2019 and the “Balance Sheet Date”)related statement of revenues and expenses of K Skin for the nine months then ended (which, together with the report of the independent auditor of the Company thereon, including, in each case, a unaudited balance sheet as of September 30, 2019 and statements the related statement of comprehensive income revenues and expenses for the nine months then ended, the “Interim Financial Statements”) and (loss)iv) the unaudited statement of revenues and expenses of K Skin as of December 31, cash flows and retained earnings or shareholders’ equity and related notes 2018 (the “Audited Financial StatementsK Skin’s Reference Balance Sheet” together with the Company’s Reference Balance Sheet, the “Business Group Companies Reference Balance Sheets”). (b) The Audited Financial Statements (i) have been prepared in accordance with SFRS, applied on a consistent basis (except as may be indicated in the notes thereto), and the related statement of revenues and expenses of K Skin for the fiscal year then ended (the financial statements referred to in (i), (ii) give a true and fair view of the financial position, results of operations and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the respective periods indicated. (c) The Company has made available to Purchaser true, complete and correct copies of the unaudited consolidated financial statements of the Company and the Subsidiaries as of and for the quarter ended June 30, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” andiii), together with the Audited Financial Statements(iv), collectively, the “Financial Statements”). (d) . The Unaudited Financial Statements (i) have been prepared in accordance with the same accounting policies and principles as those adopted in preparing the Company’s management accounts Accounting Principles consistently applied, except for the preceding three years andInterim Financial Statements, for those items includedwhich are subject to normal, such items have been calculated year-end adjustments to record operating expense on an accrual basis, which are not in a manner the aggregate material. The Financial Statements are consistent with SFRSthe books of account and other financial records of the Business Group Companies and are accurate and complete in all material respects and fairly present, in all material respects, the financial position of the Business Group Companies as of the dates thereof and for the periods referenced therein. (b) The Business Group Companies maintain, (i) books and records reflecting its assets and liabilities that are accurate in all material respects and (ii) present fairly in adequate and effective internal accounting controls which provide reasonable assurance that (A) the control objectives have minimized the risk of material financial misstatement, (B) all material respects information concerning the assets, liabilities, income and cash flows Business Group Companies is made known on a timely basis to the individuals responsible for the preparation of the Company Financial Statements, (C) access to the properties and the Subsidiaries on a consolidated basis as of and for the periods indicated. (e) The Company has made available to Purchaser true, complete and correct copies of (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report assets of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts have been prepared Business Group Companies is permitted only in accordance with the same accounting policies management’s authorization and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (gD) The Company has devised and maintained systems of internal accounting controls with respect to its business sufficient to provide reasonable assurances that all transactions are executed with management’s authorization and accurately recorded in the correct period as necessary to permit the preparation of financial statements the Financial Statements and disclosures in conformity with SFRSthe Accounting Principles. During the past two (2) years, no director or officer of any Business Group Company or non-officer employee, external auditor, external accountant or similar authorized Representative of any Business Group Company, has received or otherwise been made aware of any material complaint, allegation or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of any Business Group Company or any Business Group Company’s internal accounting controls, including any material complaint, allegation or claim that any Business Group Company has engaged in questionable accounting or auditing practices.

Financial Statements; Internal Controls. (a) The Company has made available to Purchaser true, Schedule 3.7(a) contains true and complete and correct copies of (i) the audited consolidated financial statements unaudited combined balance sheets of the Company and the Subsidiaries Acquired Companies as of and for the years ended December 31, 20112017 and as of September 30, December 31, 2012 and December 31, 2013 2018 (the most recent “Most Recent Balance Sheet” and such date, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, including, in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Audited Financial Statements”). (b) The Audited Financial Statements (i) have been prepared in accordance with SFRS, applied on a consistent basis (except as may be indicated in the notes thereto), and (ii) give a true and fair view the related statements of the financial position, results of operations income and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the respective periods indicated. twelve-month period and nine-month period then ended, respectively (c) The Company has made available to Purchaser true, complete and correct copies of the unaudited consolidated financial statements of the Company and the Subsidiaries as of and for the quarter ended June 30, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” and, together with the Audited Financial Statementscollectively, the “Financial Statements”). (db) The Unaudited Each of the Financial Statements presents fairly, in all material respects, the financial position of the Acquired Companies at the dates thereof and the results of operations of the Acquired Companies for the periods then ended, as applicable, in accordance with GAAP, consistently applied during the applicable period, except (i) have been prepared as may be stated in accordance with the same accounting policies and principles as those adopted in preparing the Company’s management accounts for the preceding three years andnotes thereto, for those items included, such items have been calculated in a manner consistent with SFRS, and (ii) present fairly in all material respects that the assets, liabilities, income and cash flows of the Company and the Subsidiaries on a consolidated basis as of unaudited Financial Statements at and for the periods indicated. nine month period ended on the Balance Sheet Date are subject to year-end adjustments, (eiii) The Company has made available to Purchaser true, complete and correct copies of (i) that the audited consolidated financial statements of Goodwood as of and for unaudited Financial Statements lack the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) footnote disclosure otherwise required by GAAP and (iiiv) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”set forth on Schedule 3.7(b). (fc) To the knowledge Each of the Company, the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in Acquired Companies maintains a manner consistent with SFRS. (g) The Company has devised and maintained systems system of internal accounting controls with respect to its business sufficient to provide reasonable assurances that books and records are maintained and transactions and dispositions of assets are recorded recorded, in each case as reasonably necessary to permit the preparation of prepare financial statements that present fairly, in conformity with SFRSall material respects, the financial position of the Acquired Companies at the dates thereof except as noted in Section 3.7(b). (d) Except as set forth on Schedule 3.7(d), other than any Indebtedness outstanding under the Existing Debt Agreements, no Acquired Company is liable in respect of any Indebtedness.

Financial Statements; Internal Controls. (a) The Company has made available to Purchaser true, complete and correct copies Set forth in Section 4.07 of the audited consolidated Company Disclosure Letter are the following financial statements (collectively, the "Company Financial Statements"): (i) the audited, consolidated balance sheet of the Company and the its Subsidiaries as of and for the years ended December 31, 2011, December 31, 2012 2009 and December 31, 2013 (the most recent such date, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, including, in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Audited Financial Statements”). (b) The Audited Financial Statements (i) have been prepared in accordance with SFRS, applied on a consistent basis (except as may be indicated in the notes thereto)2010, and (ii) give a true and fair view the related audited, consolidated statement of the financial position, results of operations and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the respective periods indicated. (c) The Company has made available to Purchaser true, complete and correct copies of the unaudited consolidated financial statements of the Company and the Subsidiaries as of and for the quarter ended June 30, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). (d) The Unaudited Financial Statements (i) have been prepared in accordance with the same accounting policies and principles as those adopted in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRS, and (ii) present fairly in all material respects the assets, liabilities, income and cash flows of the Company and its Subsidiaries for the fiscal years then ended (the "Audited Financial Statements"), and (ii) the unaudited, consolidated balance sheet of the Company and its Subsidiaries as of September 30, 2011 (the "Latest Balance Sheet"), and the related unaudited, consolidated statements of income and cash flows of the Company and its Subsidiaries for the nine (9) month period then ended (together with the Latest Balance Sheet, the "Interim Financial Statements"). The Company Financial Statements (a) are derived from the underlying books and records of the Company and its Subsidiaries, and (b) present fairly in all material respects in accordance with GAAP applied on a consistent basis the financial condition and results of operations of the Company and its Subsidiaries on a consolidated basis as of the times and for the periods indicatedreferred to therein (subject, in the case of the Interim Financial Statements, to year-end audit adjustments and the absence of footnotes and other presentation items). There were no changes in the method or application of the Company's or its Subsidiaries' accounting policies or changes in the method of applying the Company's or its Subsidiaries' use of estimates in the preparation of the Interim Financial Statements as compared with the Audited Financial Statements. (eb) The books, records, and accounts of the Company has and each of its Subsidiaries, all of which have been made available to Purchaser truethe Buyer to the extent requested by it, are correct and complete in all material respects and correct copies of (i) the audited consolidated financial statements of Goodwood as of represent actual, bona fide transactions and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts have been prepared maintained in accordance with the same accounting policies sound business practices in all material respects. The Company's and principles as those adopted by Goodwood in preparing each of its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (g) The Company has devised and maintained systems Subsidiaries' system of internal accounting controls with respect to its business over financial reporting is sufficient to provide reasonable assurances assurance (i) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with SFRSGAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management, and (iii) regarding prevention or timely detection of the unauthorized acquisition, use, or disposition of the assets of the Company or its Subsidiaries. Since December 31, 2010, no officer, director, or employee of the Company or any of its Subsidiaries has refused to execute any certification of any nature whatsoever required by Law or requested by any accounting, banking, financial, or legal firm or entity.

Financial Statements; Internal Controls. (a) The audited consolidated balance sheets and related statements of financial position, audited statements of comprehensive income, statements of changes in shareholders’ equity and statements of cash flows of the Company has made available for the period ended March 31, 2023 (collectively, the “Audited Financial Statements”), were prepared and audited in accordance with the standards, principles and practices specified therein and, subject thereto, in accordance with GAAP, the standards of the Public Company Accounting Oversight Board and applicable Law. Prior to Purchaser the date hereof, true, complete and correct copies of the audited consolidated financial statements of the Company and the Subsidiaries as of and for the years ended December 31, 2011, December 31, 2012 and December 31, 2013 (the most recent such date, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, including, in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Audited Financial Statements”), and the accompanying independent auditors’ report, as applicable, have been made available to Acquiror. (b) The Audited Financial Statements (i) have been prepared in accordance with SFRS, applied on a consistent basis (except as may be indicated in Prior to the notes thereto), and (ii) give a true and fair view of date hereof the financial position, results of operations and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the respective periods indicated. (c) The Company has made available to Purchaser Acquiror true, complete and correct copies of the unaudited consolidated financial balance sheets and related unaudited consolidated statements of income, shareholders’ equity and cash flows of the Company and the Subsidiaries as of and for the quarter ended June 30, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity Balance Sheet Date (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). (d) The . Subject to notes and normal year-end audit adjustments that are not material in amount or effect, the Unaudited Financial Statements (i) have been were prepared in accordance with the same accounting policies standards, principles and principles as those adopted practices specified in preparing the Company’s management accounts for the preceding three years Audited Financial Statements and, for those items includedsubject thereto, such items have been calculated in accordance with applicable Law and show a manner consistent with SFRStrue and fair view, in all material respects, of the: (i) assets, liabilities, the financial position and state of affairs of the Company as of the Balance Sheet Date and (ii) the profits and losses and cash flow of the Company for the nine (9)-month period ended as of the Balance Sheet Date. (c) The Financial Statements were derived from the books and records of the Company and prepared in accordance with GAAP, except as may be indicated in the notes thereto and using in all material respects the same accounting principles, practices, procedures, policies and methods (with consistent classifications, judgments, inclusions, exclusions and valuation and estimation methodologies) used and applied in the preparation of the consolidated financial statements of the Company since the Company’s inception. The Financial Statements fairly present fairly in all material respects the assets, liabilities, income cash flow and cash flows financial condition and results of operations of the Company and the Subsidiaries on a consolidated basis as of the times and for the periods indicatedreferred to therein. Since the Balance Sheet Date, the Company has not made any material change in the accounting practices or policies applied in the preparation of the Financial Statements, except as required by applicable Law or GAAP. (ed) The Company maintains a system of accounting and internal controls designed to provide reasonable assurances regarding the reliability of the financial reporting and the preparation of the financial statements of the Company in accordance in all material respects with GAAP. Since the Company’s inception, the Company (including the Company’s personnel and independent accountants who participated in the preparation or review of financial statements or the internal accounting controls employed by the Company) has not identified nor been made available to Purchaser true, complete and correct copies aware of (i) any significant deficiency or material weakness in the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (g) The Company has devised and maintained systems system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves management of the Company or any personnel involved in financial reporting or (iii) any written claim or allegation regarding any of the foregoing. The Financial Statements, when delivered by the Company for inclusion in the Registration Statement for filing with respect to its business sufficient to provide reasonable assurances that transactions are recorded the SEC following the date of this Agreement in accordance with Section 7.02, will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC and the Securities Act in effect as necessary to permit the preparation of financial statements in conformity with SFRSsuch date.

Financial Statements; Internal Controls. (ai) Park has previously delivered to Vision Bancshares true and complete copies of (A) Park’s consolidated balance sheets as of December 31, 2003, 2004 and 2005 and the related consolidated statements of income, changes in operations, stockholders’ equity and cash flows for the fiscal years then ended, including the footnotes thereto, if any, additional or supplemental information supplied therewith and the report prepared in connection therewith by the independent registered public accounting firm auditing such financial statements; and (B) Park’s interim unaudited consolidated financial statements for three and six months ended June 30, 2006. The Company has made available to Purchaser documents described in clauses (A) and (B) above (collectively, the “Park Financial Statements”): (1) are true, complete and correct copies correct; (2) are in accordance with the books and records of Park; (3) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the audited SEC with respect thereto; (4) fairly and accurately present the consolidated financial statements condition of the Company Park and the its Subsidiaries as of the dates thereof, and their respective consolidated results of operations and cash flows for the years ended December 31periods then ended, 2011, December 31, 2012 as applicable (except in each case as may be noted therein and December 31, 2013 (the most recent such date, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, includingsubject, in each casethe case of unaudited interim financial statements, a balance sheet to the absence of full footnotes and statements of comprehensive income (lossto normal year-end audit adjustments that are not material in amount or in effect), cash flows and retained earnings or shareholders’ equity and related notes (the “Audited Financial Statements”).; (b5) The Audited Financial Statements were prepared on a consistent basis throughout the periods involved; and (i6) have been prepared in accordance with SFRSGAAP (except, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except in each case as may be indicated noted therein and subject, in the notes thereto)case of unaudited interim financial statements, to the absence of full footnotes and (ii) give a true and fair view of the financial position, results of operations and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the respective periods indicated. (c) The Company has made available to Purchaser true, complete and correct copies of the unaudited consolidated financial statements of the Company and the Subsidiaries as of and for the quarter ended June 30, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings normal year-end audit adjustments that are not material in amount or shareholders’ equity (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”in effect). (dii) The Unaudited Financial Statements records, systems, controls, data and information of Park and its Subsidiaries are recorded, stored, maintained and operated under means (iincluding any electronic, mechanical or photographic process, whether computerized or not) have been prepared in accordance with that are under the same accounting policies exclusive ownership and principles as those adopted in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRS, direct control of Park or one of its Subsidiaries or their respective accountants (including all means of access thereto and (ii) present fairly in all material respects the assets, liabilities, income and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the periods indicated. (e) The Company has made available to Purchaser true, complete and correct copies of (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (losstherefrom), cash flows except for any non-exclusive ownership and retained earnings or shareholders’ equity and related notes (non-direct control that would not reasonably be expected to have a Material Adverse Effect on the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (g) The Company has devised and maintained systems system of internal accounting controls with respect to described below in this Section 5.03(f)(ii). Park and its business Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit assurance regarding the reliability of financial reporting and the preparation of financial (1) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15 promulgated under the Exchange Act) to ensure that material information relating to Park and its Subsidiaries is made known to the management of Park by others within Park and its Subsidiaries as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Park SEC Documents, and (2) has disclosed, based on its most recent evaluation prior to the date hereof, to Park’s outside auditors and the audit committee of the Park Board (y) any significant deficiencies and material weaknesses in the design or operation of internal control over financial statements reporting (as defined in conformity with SFRSRule 13a-15 promulgated under the Exchange Act) that are reasonably likely to adversely affect Park’s ability to record, process, summarize and report financial information and (z) any fraud, whether or not material, that involves management or other employees who have a significant role in Park’s internal control over financial reporting. As of the date hereof, there is no reason to believe that Park’s outside auditors and its principal executive officer and principal financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Sections 302, 404 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification (except to the extent expressly permitted by such rules and regulations), when next due.

Financial Statements; Internal Controls. (ai) Main Street has previously delivered to BB&T true and complete copies of (A) its balance sheets as of December 31, 2002, 2003 and 2004 and the related statements of operations, stockholders’ equity and cash flows for the fiscal years then ended, including the footnotes thereto, if any, additional or supplemental information supplied therewith and the report prepared in connection therewith by the independent certified public accountants auditing such financial statements; and (B) its interim unaudited quarterly financial statements for the quarters beginning after December 31, 2004 and ending on September 30, 2005 (as to each, the “Last Report Date”). The Company has made available to Purchaser documents described in clauses (A) and (B) above (collectively, the “Main Street Financial Statements”): 1) are true, complete and correct copies correct; 2) are in accordance with the books and records of Main Street; 3) fairly and accurately presents the financial condition of Main Street as of the audited consolidated financial statements of the Company dates thereof, and the Subsidiaries as results of and operations for the years ended December 31periods then ended, 2011, December 31, 2012 as applicable (except in each case as may be noted therein and December 31, 2013 (the most recent such date, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, includingsubject, in each casethe case of unaudited interim financial statements, to the absence of notes and to normal year-end adjustments that are not material in amount or in effect); 4) were prepared on a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (consistent basis throughout the “Audited Financial Statements”).periods involved; and (b) The Audited Financial Statements (i5) have been prepared in accordance with SFRS, applied on a consistent basis GAAP (except in each case as may be indicated noted therein and subject, in the case of unaudited interim financial statements, to the absence of notes thereto), and (ii) give a true and fair view of the financial position, results of operations and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the respective periods indicated. (c) The Company has made available to Purchaser true, complete and correct copies of the unaudited consolidated financial statements of the Company and the Subsidiaries as of and for the quarter ended June 30, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings normal year-end audit adjustments that are not material in amount or shareholders’ equity (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”effect). (dii) The Unaudited Financial Statements Neither Main Street nor any of its Subsidiaries has any material liability of any nature whatsoever (i) have been prepared whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of Main Street included in accordance with the same accounting policies and principles as those adopted in preparing the Company’s management accounts its Quarterly Report on Form 10-Q for the preceding three years andfiscal quarter ended September 30, 2005 (including any notes thereto) and for those items included, such items have been calculated liabilities incurred in a manner the ordinary course of business consistent with SFRSpast practice since December 31, and (ii) present fairly 2002 or in all material respects the assets, liabilities, income and cash flows of the Company connection with this Agreement and the Subsidiaries on a consolidated basis as of and for the periods indicatedtransactions contemplated hereby. (eiii) The Company has made available to Purchaser truerecords, complete systems, controls, data and correct copies information of Main Street and its Subsidiaries are recorded, stored, maintained and operated under means (iincluding any electronic, mechanical or photographic process, whether computerized or not) that are under the audited consolidated financial statements exclusive ownership and direct control of Goodwood as Main Street or its Subsidiaries or Main Street’s accountants (including all means of access thereto and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (losstherefrom), cash flows except for any non-exclusive ownership and retained earnings or shareholders’ equity and related notes (non-direct control that would not reasonably be expected to have a Material Adverse Effect on the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (g) The Company has devised and maintained systems system of internal accounting controls with respect described below in this Section 5.03(g)(iii). Main Street (A) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15 promulgated under the Exchange Act) to ensure that material information relating to Main Street, including its business sufficient consolidated Subsidiaries, is made known to provide reasonable assurances the management of Main Street by others within those entities, and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to Main Street’s outside auditors and the audit committee of Main Street’s Board of Directors (y) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15 promulgated under the Exchange Act) that transactions are recorded reasonably likely to adversely affect Main Street’s ability to record, process, summarize and report financial information and (z) any fraud, whether or not material, that involves management or other employees who have a significant role in Main Street’s internal control over financial reporting. These disclosures were made in writing by management to Main Street’s auditors and audit committee and a copy has previously been made available to BB&T. As of the date hereof and except as necessary Previously Disclosed, there is no reason to permit believe that Main Street’s outside auditors and its chief executive officer and chief financial officer will not be able to give the preparation certifications and attestations required pursuant to the rules and regulations adopted pursuant to Sections 302, 404 and 906 of financial statements the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification (except to the extent expressly permitted by such rules and regulations), when next due. (iv) Since December 31, 2004, (A) through the date hereof, neither Main Street nor any of its Subsidiaries nor, to Main Street’s knowledge, any director, officer, employee, auditor, accountant or representative of Main Street or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Main Street or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Main Street or any of its Subsidiaries has engaged in conformity with SFRSquestionable accounting or auditing practices, and (B) no attorney representing Main Street or any of its Subsidiaries, whether or not employed by Main Street or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Main Street or any of it Subsidiaries or any of their respective officers, directors, employees or agents to the Board of Directors of Main Street or any committee thereof or to any director or officer of Main Street.

Financial Statements; Internal Controls. (a) The Company has made available to Purchaser true, complete and correct Complete copies of the Company’s audited consolidated financial statements consisting of the statement of financial condition of the Company as at December 31 in each of the years 2011, 2012 and 2013 and the Subsidiaries as related statements of income, cash flows, partners equity and changes in liabilities subordinated to claims of general creditors for the years then ended December 31, 2011, December 31, 2012 and December 31, 2013 (the most recent such date, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, including, in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Audited Financial Statements”). (b) The Audited Financial Statements (i) have been prepared in accordance with SFRS, applied on a consistent basis (except as may be indicated in the notes thereto), and (ii) give a true and fair view unaudited financial statements consisting of the statement of financial position, results of operations and cash flows condition of the Company as at August 31, 2014 and the Subsidiaries on a consolidated basis as related statements of and income for the respective periods indicated. (c) The Company has made available to Purchaser true, complete and correct copies of the unaudited consolidated financial statements of the Company and the Subsidiaries as of and for the quarter eight-month period then ended June 30, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Interim Financial Statements” and, and together with the Audited Financial Statements, the “Financial Statements”). (d) have been made available to the LP Buyer. The Unaudited Financial Statements (i) have been prepared in accordance with the same accounting policies and principles as those adopted in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRS, and (ii) present fairly in all material respects the assets, liabilities, income financial position of the Company as of the dates designated therein and the results of operations and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the periods indicated. (e) The Company has made available to Purchaser truedesignated therein and, complete and correct copies of (i) in the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report case of the independent auditor of Goodwood thereonAudited Financial Statements only, including a balance sheet and statements of comprehensive income (loss)the cash flows, cash flows and retained earnings or shareholders’ partners equity and related notes (the “Goodwood Audited Financial Statements”) changes in liabilities subordinated to claims of general creditors, and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts have been were prepared in accordance with GAAP applied on a consistent basis throughout the same accounting policies periods indicated, except as disclosed in the notes thereto, subject, in the case of the Interim Financial Statements, to normal year-end adjustments, none of which are expected by the Company to be material, and principles the absence of notes. The audited balance sheet of the Company as those adopted by Goodwood in preparing its management accounts for of December 31, 2013 is referred to herein as the preceding two years and“Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of August 31, for those items included, such items have been calculated in a manner consistent with SFRS2014 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. (g) The Company has devised and maintained systems of internal accounting controls with respect to its business sufficient to provide reasonable assurances that transactions are recorded as necessary to permit the preparation of financial statements in conformity with SFRS.

Financial Statements; Internal Controls. (a) The Company has made available Sellers have delivered to Purchaser true, the Buyer true and complete and correct copies of the (i) audited consolidated financial statements of the Company and the Subsidiaries as of at and for the years periods ended December 31, 20112003, December 31, 2012 2004 and December 31, 2013 (the most recent such date2005, the “Balance Sheet Date”)respectively, together with the report of the Company's independent auditor auditors thereon (the "Audited Financial Statements"), and (ii) unaudited interim financial statements of the Company thereon(the "Unaudited Financial Statements") at and for the period ended March 31, including2006 (the "Balance Sheet Date"), including in each case, of clauses (i) and (ii) a balance sheet and statements of comprehensive income (loss), cash flows or operations and retained earnings or shareholders’ ' equity and related notes (and, in the “case of the Audited Financial Statements”). , a statement of cash flows (b) The the Audited Financial Statements and the Unaudited Financial Statements, collectively, the "Financial Statements"). Except as set forth in Section 2.5 of the Sellers' Disclosure Letter, (iA) the Audited Financial Statements have been prepared in accordance with SFRS, GAAP applied on a consistent basis (except as may be indicated in the notes thereto), ) and (iiB) give the Unaudited Financial Statements have been prepared in a true manner consistent with the Company's historical accounting principles, practices and fair view methodologies, which, except as set forth in Section 2.5 of the Sellers' Disclosure Letter, are consistent with GAAP. Except as set forth in Section 2.5 of the Sellers' Disclosure Letter, the Financial Statements present fairly the financial position, results of operations and and, in the case of the Audited Financial Statements, cash flows of the Company and the Subsidiaries on a consolidated basis as of at and for the respective periods indicated. indicated (c) The Company has made available to Purchaser truesubject, complete and correct copies in the case of the unaudited consolidated financial statements of the Company and the Subsidiaries as of and for the quarter ended June 30, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” and, together with to normal year-end audit adjustments that will not be material to the Audited Financial Statements, the “Financial Statements”Company). (d) The Unaudited Financial Statements (i) have been prepared in accordance with the same accounting policies and principles as those adopted in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRS, and (ii) present fairly in all material respects the assets, liabilities, income and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the periods indicated. (e) The Company has made available to Purchaser true, complete and correct copies of (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (fb) To the knowledge Knowledge of the CompanySellers, the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (g) The Company has devised and maintained systems a system of internal accounting controls over financial reporting with respect to its business the Business sufficient to provide reasonable assurances that (i) all transactions are executed in accordance with management's general or specific authorization, (ii) all transactions are recorded as necessary to permit the preparation of financial statements in conformity with SFRSGAAP and to maintain proper accountability for items, (iii) access to assets is permitted only in accordance with management's general or specific authorization and (iv) the recorded accountability for items is compared with the actual levels at reasonable intervals and appropriate action is taken with respect to any differences. There are no material off-balance sheet transactions, arrangements, obligations (including contingent obligations).

Financial Statements; Internal Controls. (ai) The Company has made available to Purchaser true, complete and correct copies of Attached hereto as Exhibit A are the audited consolidated following financial statements of (collectively the “Financial Statements”): (i) the Company and the Subsidiaries its Subsidiaries’ consolidated audited balance sheet and statements of income, stockholders’ equity and cash flows as of and for the years year ended December 31June 30, 20112008, December 31, 2012 and December 31, 2013 (the most recent such date, the “Balance Sheet Date”), together with the report of the independent auditor of ii) the Company thereon, including, in each case, a and its Subsidiaries’ consolidated audited balance sheet and statements of comprehensive income (loss)income, cash flows and retained earnings or shareholdersstockholders’ equity and related notes cash flows (the “Audited Most Recent Fiscal Year Financial Statements”). ) as of and for the year ended June 30, 2009 (bthe “Most Recent Fiscal Year End”) and (iii) the Company and its Subsidiaries’ consolidated unaudited balance sheet and statements of income and cash flows as of and for the 11-month period ended May 31, 2010. The Audited Financial Statements (i) are correct and complete in all material respects, have been prepared in accordance with SFRS, the Irish Companies Acts and GAAP applied on a consistent basis (except as may be indicated in throughout the notes thereto), periods covered thereby and (ii) give present a true and fair view of the assets, liabilities (including all reserves) and financial position, results of operations and cash flows condition of the Company and the its Subsidiaries on a consolidated basis as of such dates and for the respective periods indicated. (c) The Company has made available results of operations, changes in cash flows and, with respect to Purchaser truethe audited financial statements, complete and correct copies of the unaudited consolidated financial statements stockholders’ equity of the Company and its Subsidiaries for such periods; provided that the Subsidiaries as of unaudited financial statements are subject to normal year end adjustments and for the quarter ended June 30, 2014, including a balance sheet lack footnotes and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”)other presentation items. (d) The Unaudited Financial Statements (i) have been prepared in accordance with the same accounting policies and principles as those adopted in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRS, and (ii) present fairly in all material respects the assets, liabilities, income and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the periods indicated. (e) The Company has made available to Purchaser true, complete and correct copies of (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholdersits Subsidiaries’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (g) The Company has devised and maintained systems system of internal accounting controls with respect to its business over financial reporting is sufficient to provide reasonable assurances assurance (A) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with SFRS.GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding the prevention or timely detection of the unauthorized acquisition, use or disposition of the assets of the Company or any of its Subsidiaries. Table of Contents

Financial Statements; Internal Controls. (a) The audited statements of financial position, statements of comprehensive income, statements of changes in shareholders’ equity and statements of cash flows of the Company has made available for each of the years ended December 31, 2019 and December 31, 2018 (collectively, the “Audited Financial Statements”), were prepared and audited in accordance with the standards, principles and practices specified therein and, subject thereto, in accordance with GAAP, the standards of the Public Company Accounting Oversight Board and applicable Law as at the Balance Sheet Date, except as otherwise noted therein. Prior to Purchaser the date hereof, true, complete and correct copies of the audited consolidated financial statements of the Company and the Subsidiaries as of and for the years ended December 31, 2011, December 31, 2012 and December 31, 2013 (the most recent such date, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, including, in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Audited Financial Statements”), and the accompanying independent auditors’ reports, as applicable, have been made available to Acquiror. (b) The Audited Financial Statements (i) have been prepared in accordance with SFRS, applied on a consistent basis (except as may be indicated in Prior to the notes thereto), and (ii) give a true and fair view of date hereof the financial position, results of operations and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the respective periods indicated. (c) The Company has made available to Purchaser Acquiror true, complete and correct copies of the unaudited consolidated financial balance sheets and related unaudited consolidated statements of income, shareholders’ equity and cash flows of the Company and the Subsidiaries as of and for the quarter ended June September 30, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity 2020 (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). (d) The . Subject to notes and normal year-end audit adjustments that are not material in amount or effect, the Unaudited Financial Statements (i) have been were prepared in accordance with the same accounting policies standards, principles and principles as those adopted practices specified in preparing the Company’s management accounts for the preceding three years Audited Financial Statements and, for those items includedsubject thereto, such items have been calculated in accordance with applicable Law and show a manner consistent with SFRStrue and fair view, in all material respects, of the: (i) assets, liabilities, the financial position and state of affairs of the Company as of September 30, 2020 and (ii) the profits and losses and cash flow of the Company for the nine (9)-month period ended as of September 30, 2020. (c) The Financial Statements were derived from the books and records of the Company and prepared in accordance with GAAP, except as may be indicated in the notes thereto and using in all material respects the same accounting principles, practices, procedures, policies and methods (with consistent classifications, judgments, inclusions, exclusions and valuation and estimation methodologies) used and applied in the preparation of the consolidated financial statements of the Company in the last three (3) years. The Financial Statements fairly present fairly in all material respects the assets, liabilities, income cash flow and cash flows financial condition and results of operations of the Company and the Subsidiaries on a consolidated basis as of the times and for the periods indicatedreferred to therein. Since the Balance Sheet Date, the Company has not made any material change in the accounting practices or policies applied in the preparation of the Financial Statements, except as required by applicable Law or GAAP. (ed) The Company has maintains a system of accounting and internal controls designed to provide reasonable assurances regarding the reliability of the financial reporting and the preparation of the financial statements of the Company in accordance in all material respects with GAAP. Within the last three (3) years, the Company (including the Company’s personnel and independent accountants who participated in the preparation or review of financial statements or the internal accounting controls employed by the Company) have not identified nor been made available to Purchaser true, complete and correct copies aware of (i) any significant deficiency or material weakness in the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (g) The Company has devised and maintained systems system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves management of the Company or any personnel involved in financial reporting or (iii) any written claim or allegation regarding any of the foregoing. The Audited Financial Statements and the Unaudited Financial Statements, when delivered by the Company for inclusion in the Registration Statement for filing with respect to its business sufficient to provide reasonable assurances that transactions are recorded the SEC following the date of this Agreement in accordance with Section 7.02, will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC and the Securities Act in effect as necessary to permit the preparation of financial statements in conformity with SFRSsuch date.

Financial Statements; Internal Controls. (a) The Company has made available Made Available to Purchaser Buyer true, accurate and complete and correct copies of the Company’s (i) audited, combined and consolidated balance sheets as of December 31, 2004, 2005 and 2006 and the related audited consolidated financial statements of the Company income, cash flows and the Subsidiaries as of and shareholders’ equity for the fiscal years ended December 31, 20112004, December 31, 2012 2005 and December 31, 2013 2006 (including the most recent such date, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, including, in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes and independent auditors reports thereon) (the “Audited Financial Statements”). (b) The Audited Financial Statements (i) have been prepared in accordance with SFRS, applied on a consistent basis (except as may be indicated in the notes thereto), and (ii) give a true and fair view of the financial position, results of operations and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the respective periods indicated. (c) The Company has made available to Purchaser true, complete and correct copies of the unaudited consolidated financial statements of the Company and the Subsidiaries as of and for the quarter ended June 30, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). (d) The Unaudited Financial Statements (i) have been prepared in accordance with the same accounting policies and principles as those adopted in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRS, and (ii) present fairly in all material respects the assets, liabilities, income and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the periods indicated. (e) The Company has made available to Purchaser true, complete and correct copies of (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Annual Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood balance sheet as of June 30, 2007 and the related unaudited consolidated statements of income, cash flows and shareholders’ equity for the quarter six months ended March 31June 30, 2014 2007 (the “Goodwood Unaudited Management AccountsFinancial Statements”; and, together with the Annual Financial Statements, the “Financial Statements”; the balance sheet included in the Unaudited Financial Statements referred to herein as the “Company Balance Sheet”, and the date of such balance sheet, the “Company Balance Sheet Date”). Each of the foregoing financial statements (including in all cases the notes thereto, if any) is accurate and complete, is consistent with the books and records of the Company (which, in turn, are accurate and complete), fairly presents the financial condition and operating results of the Company and its Subsidiaries and has been prepared in accordance with Dutch GAAP consistently applied throughout the periods covered thereby (or, with respect to the Annual Financial Statements for 2007 and the Unaudited Financial Statements, IFRS consistently applied throughout the periods covered thereby), subject in the case of the Unaudited Financial Statements to the absence of footnotes and normal year-end adjustments, which are not expected to be material. (fb) To the knowledge of the Company, the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies Company and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (g) The Company has devised Subsidiaries maintain proper and maintained systems of adequate internal accounting controls that provide assurance that (i) transactions are executed with respect to its business sufficient to provide reasonable assurances that management’s authorization, and (ii) transactions are recorded as necessary to permit the preparation of their financial statements and to maintain accountability for their assets. (c) As at September 30, 2007, the Company and its consolidated Subsidiaries had cash on the balance sheet in conformity with SFRSan amount equal to or greater than €6,800,000.

Financial Statements; Internal Controls. (a) The Company has made available to Purchaser true, complete and correct copies of Schedule 4.7(a) sets forth (i) the audited consolidated financial statements of the Company and the Subsidiaries balance sheet as of and for the years ended December 31, 2011, December 31, 2012 and December 31, 2013 2004 (the most recent such date, the “Balance Sheet Date”), together with the report ) of the independent auditor of Target Companies and the Company thereon, including, in each case, a balance sheet and related consolidated statements of comprehensive income (loss), and cash flows and retained earnings or shareholders’ equity and related notes (for the “Audited Financial Statements”). (b) The Audited Financial Statements (i) have been prepared in accordance with SFRS, applied on a consistent basis (except as may be indicated in the notes thereto)twelve-month period then ended, and (ii) give a true and fair view the unaudited consolidated balance sheet of the financial positionTarget Companies (the “Balance Sheet”) as of May 31, results 2005 and the related consolidated statements of operations income and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the respective periods indicated. three-month period then ended (c) The Company has made available to Purchaser true, complete and correct copies of the unaudited consolidated financial statements of the Company and the Subsidiaries as of and for the quarter ended June 30, 2014, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” and, together with the Audited Financial Statementscollectively, the “Financial Statements”). (d) The Unaudited . Except as set forth in Schedule 4.7(a), the Financial Statements (i) have been prepared in conformity with GAAP applied on a consistent basis (subject to normal year-end adjustments and, in the case of any unaudited Financial Statements, the lack of footnotes) and on that basis present fairly, in all material respects, the consolidated financial condition and consolidated results of operations as of the date thereof and for the period indicated of the Target Companies. (b) The Financial Statements were prepared from the books and records of the Target Companies, which have been maintained in accordance with sound business practices and all applicable legal requirements and reflect all financial transactions of the same Target Companies which are required to be reflected in accordance with GAAP. The Target Companies maintain accurate books and records reflecting their assets and liabilities and maintain a system of proper and adequate internal accounting policies and principles as those adopted controls sufficient to provide assurance that (i) transactions are executed in preparing the Companyaccordance with management’s management accounts for the preceding three years andgeneral or specific authorizations, for those items included, such items have been calculated in a manner consistent with SFRS, and (ii) present fairly in all material respects the assets, liabilities, income and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the periods indicated. (e) The Company has made available to Purchaser true, complete and correct copies of (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (g) The Company has devised and maintained systems of internal accounting controls with respect to its business sufficient to provide reasonable assurances that transactions are recorded as necessary to permit the preparation of the consolidated financial statements of the Target Companies in conformity with SFRSGAAP and to maintain accountability for the consolidated assets of the Target Companies, (iii) access to the assets of the Target Companies is permitted only in accordance with management’s general or specific authorization; (iv) the reporting of the assets of the Target Companies is compared with existing assets at regular intervals and (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis.

Financial Statements; Internal Controls. (a) The Company has made available to Purchaser true, complete and correct copies Copies of the Company’s audited consolidated financial statements consisting of the Company consolidated balance sheet of the Acquired Companies as at December 31 in each of the years 2012, 2013 and 2014, and the Subsidiaries as of and for the years ended December 31, 2011, December 31, 2012 and December 31, 2013 (the most recent such date, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, including, in each case, a balance sheet and related statements of comprehensive income (loss), cash flows and retained earnings or earnings, shareholders’ equity and related notes cash flow for the years then ended (the “Audited Financial Statements”). (b) The Audited Financial Statements (i) have been prepared in accordance with SFRS, applied on a consistent basis (except as may be indicated in the notes thereto), and (ii) give a true and fair view of the financial position, results of operations and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the respective periods indicated. (c) The Company has made available to Purchaser true, complete and correct copies of the unaudited consolidated financial statements consisting of the Company consolidated balance sheet of the Acquired Companies as at March 31, 2015 (the “Balance Sheet” and the Subsidiaries as date of such Balance Sheet, the “Balance Sheet Date”) and for the quarter ended June 30, 2014, including a balance sheet and related statements of comprehensive income (loss), cash flows and retained earnings or earnings, shareholders’ equity and cash flow for the three-month period then ended (together with the Balance Sheet, the “Unaudited Interim Financial Statements” and, and together with the Audited Financial Statements, the “Financial Statements”). (d) have been delivered or made available to Buyer in the Data Room. The Unaudited Financial Statements (i) have been prepared in accordance with GAAP applied on a consistent basis throughout the same accounting policies periods involved, subject, in the case of the Interim Financial Statements, to normal and principles as those adopted recurring year-end adjustments and the absence of notes. The Financial Statements are true, accurate and complete in preparing the Company’s management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRS, all material respects and (ii) fairly present fairly in all material respects the assets, liabilities, income and cash flows consolidated financial condition of the Company Acquired Companies as of the respective dates they were prepared and the Subsidiaries on a consolidated basis as results of and the operations of the Acquired Companies for the periods indicated. (e) . The Company has made available to Purchaser true, complete and correct copies of (i) the audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including Acquired Companies maintain a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”). (f) To the knowledge of the Company, the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS. (g) The Company has devised and maintained systems system of internal accounting controls with respect to its business sufficient to provide reasonable assurances that (a) transactions engaged in by the Acquired Companies are recorded executed in compliance with the general policies of the Acquired Companies and/or the general or specific authorizations of management of the Acquired Companies, (b) access to assets of the Acquired Companies is permitted only in accordance with the general policies of the Acquired Companies, and (c) all intercompany transactions, charges and expenses among or between the Acquired Companies and/or their respective Affiliates are accurately reflected at fair arms’ length value on the books and records of the Acquired Companies. The Leases listed in Section 3.10 of the Disclosure Schedules have been amended as necessary set forth therein (the “Lease Amendments”). Such Lease Amendments did not require any amendments to permit the preparation Financial Statements and Buyer, the Company and the Sellers agree no restatement of financial statements in conformity with SFRSthe Financial Statements is required solely as a result of either the Company’s historical accounting treatment of its Leases or the Lease Amendments.