Common use of Financial Statements Clause in Contracts

Financial Statements. Complete copies of the Company’s unaudited financial statements consisting of the balance sheet of the Company as at December 31 in the year 2014 and the related statements of income for the year then ended (the “Unaudited Financial Statements”), and unaudited financial statements consisting of the balance sheet of the Company as at July 31, 2015 and the related statements of income for the seventh- month period then ended (the “Interim Financial Statements” and together with the Unaudited Financial Statements, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Company, and fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The balance sheet of the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP to the best of its ability.

Financial Statements. Complete copies (a) Each of the Company’s unaudited consolidated financial statements consisting of the balance sheet of the Company as at December 31 included or incorporated by reference in the year 2014 Company SEC Documents (including all related notes and schedules thereto) when filed: (i) complied as to form in all material respects with GAAP and the related statements published rules and regulations of income the SEC with respect thereto in effect at the time of such filing and (ii) fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as of the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the year respective periods then ended (the “Unaudited Financial Statements”), and unaudited financial statements consisting of the balance sheet of the Company as at July 31, 2015 and the related statements of income for the seventh- month period then ended (the “Interim Financial Statements” and together with the Unaudited Financial Statements, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statementsunaudited statements, to normal and recurring year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (the effect of which will not be materially adverse) and for the absence of notes notes) applied on a consistent basis during the periods involved (that, if presented, would not differ materially from those presented except as may be indicated therein or in the Audited Financial Statementsnotes thereto). . (b) The Financial Statements Company has established and maintains internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that provide reasonable assurance (i) that receipts and expenditures of the Company and its Subsidiaries are based on being made only in accordance with authorizations of management and the books directors of the Company and records (ii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company, ’s and fairly present in all its Subsidiaries’ assets that could have a material respects effect on the Company’s financial condition statements. (c) None of the Company or its consolidated Subsidiaries is a party to or has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership or any similar Contract (including any structured finance, special purpose or limited purpose entity, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in any of the respective dates they were prepared and the results of the operations of the Company’s published financial statements or other Company for the periods indicated. The balance sheet of the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP to the best of its abilitySEC Documents.

Financial Statements. Complete copies The financial statements of (i) the Company and (ii) the oil and natural gas properties to be transferred to the Company pursuant to the Contribution Agreement, filed with the Commission as a part of the Company’s unaudited financial statements consisting of the balance sheet of the Company as at December 31 in the year 2014 and the related statements of income for the year then ended (the “Unaudited Financial Statements”)Registration Statement, and unaudited financial statements consisting of the balance sheet of the Company as at July 31, 2015 and the related statements of income for the seventh- month period then ended (the “Interim Financial Statements” and together with the Unaudited Financial Statements, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been prepared to Preliminary Prospectus, the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) Prospectus and the absence Time of notes (thatSale Prospectus, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Company, and present fairly present in all material respects the financial condition of the Company as and each of the respective dates they were prepared and the results subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the operations Commission) of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement), and the statements of operations, parent net investment and cash flows of the oil and natural gas properties to be transferred to the Company, for the periods indicatedspecified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved except to the extent disclosed in the notes thereto. The There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet a part of the Company as Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP to the best of its abilitySale Prospectus.

Financial Statements. Complete copies Sellers have delivered to Buyer: (a) [unaudited] consolidated balance sheets of the Company’s unaudited financial statements consisting Acquired Companies as at in each of the years through , and the related [unaudited] consolidated statements of income, changes in stockholders' equity, and cash flow for each of the fiscal years then ended, [together with the report thereon of , independent certified public accountants,] (b) a consolidated balance sheet of the Company Acquired Companies as at December 31 in (including the year 2014 notes thereto, the "Balance Sheet"), and the related consolidated statements of income income, changes in stockholders' equity, and cash flow for the fiscal year then ended (ended, together with the “Unaudited Financial Statements”)report thereon of , independent certified public accountants, and (c) an unaudited financial statements consisting of the consolidated balance sheet of the Company Acquired Companies as at July 31, 2015 (the "Interim Balance Sheet") and the related unaudited consolidated statements of income income, changes in stockholders' equity, and cash flow for the seventh- month period months then ended (ended, including in each case the “Interim Financial Statements” notes thereto. Such financial statements and together with notes fairly present the Unaudited Financial Statementsfinancial condition and the results of operations, changes in stockholders' equity, and cash flow of the “Financial Statements”) are included Acquired Companies as at the respective dates of and for the periods referred to in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been prepared to the best of Company’s ability such financial statements, all in accordance with GAAP applied on a consistent basis throughout the period involved[, subject, in the case of the Interim Financial Statementsinterim financial statements, to normal and recurring year-end adjustments (the effect of which will not not, individually or in the aggregate, be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented included in the Audited Financial StatementsBalance Sheet)]; the financial statements referred to in this Section 3.4 reflect the consistent application of such accounting principles throughout the periods involved [, except as disclosed in the notes to such financial statements]. The Financial Statements No fina ncial statements of any Person other than the Acquired Companies are based on required by GAAP to be included in the books and records consolidated financial statements of the Company, and fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The balance sheet of the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP to the best of its ability.

Financial Statements. Complete (a) Sellers have previously delivered to Buyer true and complete copies of of: (i) the Company’s unaudited financial statements consisting of the audited balance sheet of the Company as at December 31 in the year 2014 sheets and the related statements of income income, retained earnings and cash flows as of and for its fiscal years ended December 31, 2022, and December 31, 2021, including all applicable footnotes with respect to the Business; and (ii) unaudited interim balance sheets and statements of income, retained earnings and cash flows as of and for the year then nine-month period ended September 30, 2023 (the “Unaudited Financial Statements”), and unaudited financial statements consisting of the balance sheet of the Company as at July 31, 2015 and the related statements of income for the seventh- month period then ended (the “Interim Current Financial Statements” and and, together with the Unaudited Financial Statementsitems described in clause (i) above, the “Financial Statements”) are included of the Business. (b) The Financial Statements present fairly in all material respects the Disclosure Schedules/have been delivered to Buyerfinancial condition of Sellers as at the end of the covered periods and the results of its operations and its cash flows for the periods covered thereby. The Financial Statements have been were prepared to the best of Company’s ability in accordance with GAAP GAAP, applied on a consistent basis throughout the period involvedcovered periods, subject, in the case of the Interim Current Financial Statements, to normal and recurring year-end audit adjustments (the effect of which will not not, in the aggregate, be materially adversematerial) and the absence lack of notes footnotes. (that, if presented, would not differ materially from those presented c) Except as and to the extent disclosed in the Audited Current Financial Statements). The , Sellers have no liabilities of any kind other than (x) executory obligations under Sellers agreements that are not required to be set forth in the Current Financial Statements are based on in accordance with GAAP, (y) liabilities incurred in connection with the transactions contemplated by this Agreement and the other Transaction Documents, and (z) liabilities incurred in the ordinary course of business since July 31, 2023 (the “Financial Statement Date”). (d) The books of account and other financial records of Sellers with respect to the CompanyBusiness, all of which have been made available to Buyer are materially complete and fairly present correct and represent actual, bona fide transactions and have been maintained materially in accordance with sound business practices and the requirements of Section 13(b)(2) of the Exchange Act (regardless of whether Sellers are subject to that Section or not), including the maintenance of a materially adequate system of internal controls. (e) the Business maintains a system of internal accounting controls sufficient, in all material respects the respects, to provide reasonable assurances (i) that transactions are recorded as necessary to permit preparation of financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The balance sheet of the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered statements in accordance with GAAP to the best GAAP, (ii) that receipts and expenditures are being made in accordance with appropriate authorizations of management and (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets of Sellers or its abilityaffiliates.

Financial Statements. Complete copies of (a) Rice has made available to the Company’s Partnership (i) an unaudited financial statements consisting of the combined balance sheet of the Company Rice Water Entities as at of December 31 in the year 2014 31, 2014, and the related statements of unaudited combined income statement, for the year then ended twelve-month period of operations of the Rice Water Entities ending December 31, 2014 (the “Unaudited Annual Financial Statements”), ; and (ii) an unaudited financial statements consisting of the combined balance sheet of the Company Rice Water Entities as at July 31of the period ended September 30, 2015 (the “Interim Balance Sheet”) and the related statements of unaudited combined income statement for the seventh- month period of operations of the Rice Water Entities then ended (the “Interim Financial Statements” and and, together with the Unaudited Annual Financial Statements, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (A) are based on consistent with the books and records of the CompanyRice, (B) have been prepared in accordance with GAAP, except that such Financial Statements do not include a statement of cash flows, a statement of owner’s equity or footnotes, and fairly (C) present fairly, in all material respects respects, the combined financial condition position and operating results of the Company Rice Water Entities as of of, and for the periods ended on, the respective dates they were prepared thereof, except that such Financial Statements do not include a statement of cash flows, a statement of owner’s equity or footnotes. (b) Neither of the Rice Water Entities has any Liability material to the Water Assets or the Business except for (i) Liabilities set forth in the Financial Statements, (ii) Liabilities relating to the Business that have arisen since and including October 1, 2015 in the ordinary course of business consistent with past practice, (iii) Liabilities or obligations arising under executory Contracts entered into in the ordinary course of business consistent with past practices, (iv) Liabilities not required to be presented by GAAP in unaudited financial statements, (v) Liabilities or obligations under this Agreement and (vi) other Liabilities or obligations which in the aggregate would not have a Rice Material Adverse Effect. (c) The financial and operating model provided to the Committee and the results Partnership Financial Advisor, including the level of capital expenditures necessary to operate the operations of the Company for the periods indicated. The balance sheet of the Company as of December 31Business, 2014 has been prepared in good faith by Rice and based on assumptions believed by Rice to be reasonable (it being understood that forecasts are subject to uncertainties and contingencies and that no representation or warranty is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP to the best of its abilitygiven that any forecast will be realized).

Financial Statements. Complete copies (a) Schedule 5.6(a) sets forth the unaudited balance sheet for the Business as at September 30, 1999 (the "Balance Sheet") and unaudited statement of income of the Company’s unaudited financial statements consisting of the balance sheet of the Company as at December 31 in the year 2014 and the related statements of income Business for the year then nine-month period ended September 30, 1999 (collectively, the “Unaudited "Financial Statements”"). Except as set forth in Schedule 5.6(a), and unaudited financial statements consisting of the balance sheet of the Company as at July 31, 2015 and the related statements of income for the seventh- month period then ended (the “Interim Financial Statements” and together with the Unaudited Financial Statements, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been prepared to the best of Company’s ability on a pre-tax basis in accordance accordance, in all material respects, with GAAP applied on a basis consistent basis throughout with prior periods. Except as set forth in Schedule 5.6(a), the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Company, and Balance Sheet presents fairly present in all material respects the financial condition of the Company Business as of its date and the income statement included in the Financial Statements presents fairly in all material respects the results of operations of the Business for the periods covered thereby. The books and records of Seller from which the Financial Statements were prepared were complete and accurate in all material respects at the time of such preparation. (b) Except as disclosed in Schedule 5.6(b), Seller has no liabilities with respect to the Business or the Assets which would constitute Assumed Liabilities, either direct or indirect, matured or unmatured or absolute, contingent or otherwise, except: (1) those liabilities set forth in the Financial Statements or referred to in the notes to the Financial Statements and not heretofore paid or discharged; (2) those liabilities relating to or arising from matters disclosed in any other Schedule hereto; (3) liabilities arising in the ordinary course of business consistent with past practices under any Contract or Legal Requirements; (4) those liabilities incurred, consistent with past practices, in or as a result of the ordinary course of business since the Balance Sheet Date which do not and could not be reasonably expected to, in the aggregate, result in a Material Adverse Effect; (5) those liabilities and obligations that are the subject of Article X; and (6) those liabilities, which, if outstanding as of the respective dates they were prepared and Closing Date, would result in a decrease to the results of the operations of the Company for the periods indicated. The balance sheet of the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered Purchase Price in accordance with GAAP to the best of its abilitySection 3.1(b) or (d).

Financial Statements. Complete copies of (a) Since January 1, 2014, the Company’s unaudited consolidated financial statements consisting of the balance sheet each of the Company as at December 31 and Little River (including any related notes thereto) included or incorporated by reference in the year 2014 Company SEC Documents: (i) as of their respective filing dates with the SEC (or, if such Company SEC Documents were amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the consolidated financial statements that are amended or restated therein), complied as to form in all material respects with applicable accounting requirements and the related statements of income for the year then ended (the “Unaudited Financial Statements”), rules and unaudited financial statements consisting regulations of the balance sheet SEC with respect thereto in effect at the time of the Company as at July 31, 2015 and the related statements of income for the seventh- month period then ended such filing; (the “Interim Financial Statements” and together with the Unaudited Financial Statements, the “Financial Statements”ii) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been were prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout (except as may be indicated in the period involved, subject, notes to those financial statements); and (iii) fairly presented (except as may be indicated in the notes thereto and subject in the case of the Interim Financial Statements, unaudited statements to normal and recurring year-end audit adjustments (the effect of which will not be materially adverse) and the absence of notes (thatfootnotes, if presented, would not differ materially from those presented none of which either individually or in the Audited Financial Statements)aggregate are material) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, or Little River and its consolidated Subsidiaries, as applicable, as of the dates thereof and the consolidated statements of operations and comprehensive income, cash flows and stockholders’ equity for the periods indicated. (b) Since January 1, 2014, there has been no change in the Company’s accounting methods or principles that is material and would be required to be disclosed in the Company’s financial statements in accordance with GAAP, except as described in the notes thereto. From January 1, 2014 through the consummation of the Little River Acquisition, there were no changes in Little River’s accounting methods or principles that were material and would be required to be disclosed in Little River’s financial statements in accordance with GAAP, except as described in the notes thereto. (c) Since January 1, 2014, neither the Company nor any Third Party auditors of the Company has received any material written complaint, allegation, assertion or claim, regarding deficiencies in the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls relating to periods after January 1, 2014. To the knowledge of the Company, from January 1, 2014 through the consummation of the Little River Acquisition, neither Little River nor any Representative of Little River received any material complaint, allegation, assertion or claim, regarding deficiencies in the accounting or auditing practices, procedures, methodologies or methods of Little River or any of its Subsidiaries or their respective internal accounting controls. (d) The Financial Statements are based on the books and records of the CompanyCompany and its Subsidiaries have been, and fairly present are being, maintained in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The balance sheet of the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP to the best of its abilityGAAP.

Financial Statements. Complete copies of (a) The Company has delivered to the Company’s unaudited Purchaser or its Representatives the following financial statements consisting of (collectively, the "Company Financial Statements"): (a) the audited balance sheet sheets of the Company as at of December 31 in the year 2014 31, 2003 and December 31, 2002 and the related audited statements of income and cash flows for the year then years ended December 31, 2003 and December 31, 2002; and (b) the unaudited consolidated balance sheet (the “"Company Unaudited Financial Statements”), and unaudited financial statements consisting of the balance sheet Balance Sheet") of the Company as at July of December 31, 2015 2004 (the "Balance Sheet Date") and the related statements unaudited statement of income and cash flows for the seventh- month period then ended (the “Interim Financial Statements” and together with the Unaudited Financial Statements, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyerended. The Company Financial Statements are accurate and complete in all material respects, have been prepared to the best of Company’s ability in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal periods covered except as noted therein and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Company, and present fairly present in all material respects the financial condition position of the Company as of the respective dates they were prepared thereof and the results of the operations and cash flows of the Company for the periods indicated. The balance sheet of covered thereby; provided, that, the Company as of December 31, 2014 is referred unaudited financial statements are subject to herein as year-end audit adjustments (which will not be material either individually or in the “Balance Sheet” aggregate) and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. do not contain all footnotes required under generally accepted accounting principles. (b) The Company maintains a standard system of internal accounting established controls sufficient to provide reasonable assurance that: transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and administered to maintain asset accountability. The Company has delivered to Purchaser or its Representatives accurate and complete copies of, all written descriptions of, and all policies, manuals and other documents promulgating, any internal accounting controls which have been adopted and implemented by the Company and are presently in accordance with GAAP to effect. The Company has not entered into any securitization transactions and "off-balance sheet arrangements" (as defined in Item 303(c) of Regulation S-K under the best of its abilityExchange Act) since September 1, 2001.

Financial Statements. Complete copies Except as would not, individually or in the aggregate, have a Parent Material Adverse Effect, each of the Company’s unaudited consolidated financial statements consisting of included or incorporated by reference into Parent’s annual report on Form 10-K for the balance sheet of fiscal year ended December 31, 2024, (B) its quarterly reports on Form 10-Q for its fiscal quarters ended after December 31, 2024, if any, and (C) all other forms, reports, schedules, and other statements required to be filed or furnished by it with the Company as at December 31 SEC under the Exchange Act or the Securities Act since the Applicable Date (clauses (A) through (C) together with any exhibits or schedules included or incorporated by reference in any such document and including any supplements, modifications or other amendments thereto, collectively, the year 2014 and “Parent Reports”) (including the related statements of income for the year then ended notes and schedules) (the “Unaudited Parent Financial Statements”) (i) has been prepared from, and unaudited financial statements consisting is in accordance with, the books and records of Parent and its consolidated Subsidiaries, (ii) complies in all material respects with the applicable accounting requirements and with the rules and regulations of the balance sheet of SEC, the Company as at July 31, 2015 Exchange Act and the related statements of income for the seventh- month period then ended Securities Act, (the “Interim Financial Statements” and together with the Unaudited Financial Statements, the “Financial Statements”iii) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have has been prepared to the best of Company’s ability in all material respects in accordance with GAAP applied on a consistent basis throughout during the period involved, periods involved (except as may be indicated in the Parent Financial Statements or in the notes to the Parent Financial Statements and subject, in the case of the Interim Financial Statementsunaudited statements, to normal and recurring year-end audit adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statementsfootnote disclosure). The Financial Statements are based on the books and records of the Company, and (iv) fairly present presents, in all material respects respects, the consolidated financial condition position and the consolidated results of the Company operations and cash flows of Parent and its Subsidiaries as of the respective dates they were prepared date and the results of the operations of the Company for the periods indicated. The balance sheet of the Company as of December 31, 2014 is referred to herein as in the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP to the best of its abilityParent Financial Statements.

Financial Statements. Complete (a) Correct and complete copies of (A) the Company’s unaudited financial statements consisting of the consolidated balance sheet of the Company Group Companies as at of each of December 31 in the year 2014 31, 2015 and December 31, 2016, and the related unaudited consolidated statements of income and cash flow of the Group Companies for each of the year fiscal years then ended (the “Unaudited Financial Statements”)ended, together with all related notes and schedules thereto, and (B) the unaudited financial statements consisting of the consolidated balance sheet of the Company Group Companies as at July 31of April 30, 2015 2017, and the related unaudited consolidated statements of income and cash flow of the Group Companies for the seventh- four-month period then ended (the “Interim Financial Statements” and ended, together with the Unaudited Financial Statementsall related notes and schedules thereto ((A) and (B) collectively, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered made available to BuyerOrchid Asia. The Financial Statements (i) were prepared in accordance with the books of account and other financial records of the Group Companies, (ii) present fairly the consolidated financial condition and results of operations of the Group Companies as of the dates thereof and for the periods covered thereby, (iii) have been prepared to the best of Company’s ability in accordance with GAAP the Applicable Accounting Standard applied on a basis consistent basis throughout with the period involved, subject, in the case past practices of the Interim Financial StatementsGroup Companies, to normal and recurring year-end (iv) include all adjustments (the effect consisting only of which will not be materially adversenormal recurring accruals) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements that are based on the books and records necessary for a fair presentation of the Company, and fairly present in all material respects the consolidated financial condition of the Company as of the respective dates they were prepared Group Companies and the results of the operations of the Company Group Companies as of the dates thereof and for the periods indicated. covered thereby. (b) The balance sheet books of account and other financial records of the Company as and other Group Companies (i) reflect all items of December 31, 2014 is referred income and expense and all assets and Liabilities required to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered be reflected therein in accordance with GAAP the Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are in all material respects complete and correct, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been, in all material respects, maintained in accordance with all applicable Laws and good business and accounting practices. (c) All of the accounts receivable owing to any of the best Group Companies, including without limitation all accounts receivable set forth on the Financial Statements, constitute valid and enforceable claims and are good and collectible in the ordinary course of its abilitybusiness in all material respects, and reserves therefor shown on the Financial Statements are adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any of the Group Companies.

Financial Statements. Complete (a) Section 4.7(a) of the Company Disclosure Schedule contains complete copies of the Company’s unaudited financial statements consisting audited balance sheet, statement of the balance sheet income, statement of cash flow and statement of members’ equity of the Company as at December 31 in the year 2014 of and the related statements of income for the year then fiscal years ended December 31, 2022 and December 31, 2021 (the “Unaudited Audited Financial Statements”), ) and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) as at of July 31, 2015 2023 (the “Interim Financial Statements Date”) and the related statements of income for the seventh- seven-month period then ended (the “Interim Financial Statements” and and, together with the Unaudited Audited Financial Statements, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer). The Financial Statements have been prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period involvedperiods represented thereby, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (a) are based on consistent with the books and records of the Company, Company (which books and fairly present records are correct and complete in all material respects respects); (b) fairly present the financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The balance sheet indicated in all material respects, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and in the case of the Company Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as of December 31, 2014 is referred expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to herein as the “Balance Sheet” and exceptions set forth in the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. preceding sentence. (b) The Company maintains a standard system of internal accounting established and administered controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the best recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of its ability(x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial information.

Financial Statements. Complete copies of the Company’s unaudited (a) The financial statements consisting of the balance sheet of the Company as at December 31 Parent included in the year 2014 Original Offering Circular and the related Parent’s consolidated financial statements of income for the year then ended two (the “Unaudited Financial Statements”), and unaudited financial statements consisting of the balance sheet of the Company as at July 31, 2015 and the related statements of income for the seventh- 2) month period then ended February 28, 2007 (the “Interim Financial Statements” and together with the Unaudited Financial Statementscollectively, the “Parent Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been prepared to the best of Company’s ability in accordance with GAAP applied (except as may be indicated in the notes thereto) on a consistent basis throughout the period involvedperiods indicated (except as may be indicated in the notes thereto), and present fairly in all material respects the financial condition and results of operations of Parent as of the respective dates thereof and for the respective periods indicated therein (subject, in the case of the Interim Financial Statementsunaudited interim statements, to normal and recurring year-end adjustments (the effect of adjustments, which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statementsmaterial). The Parent Financial Statements are based on do not contain any material items of a special or nonrecurring nature, except as expressly stated therein. (b) The Parent Financial Statements have been prepared from, and in accordance with, the books and records of the CompanyParent, which have been, and fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared are being, kept and the results of the operations of the Company for the periods indicated. The balance sheet of the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered maintained in accordance with GAAP Parent’s normal and customary practices and applicable material legal and accounting requirements. (c) Parent has no material Liabilities, except: (i) Liabilities accrued or reserved for in the Parent Financial Statements; (ii) Liabilities described in the Original Offering Circular; (iii) Liabilities incurred since the latest balance sheet date in the ordinary course of business consistent with past practice; or (iv) obligations of Parent pursuant to this Agreement; provided, that all Liabilities of the best type described in clauses (iii) or (iv) above would not, individually or in the aggregate, result in a Parent Material Adverse Effect, and none of its abilitythe Liabilities described in clause (iii) results from, arises out of, relates to, is in the nature of or was caused by any breach of contract, tort, breach of warranty, infringement or violation of Law.

Financial Statements. Complete copies (a) As of the Companydate of this Agreement, Merchants has received JSB’s unaudited financial statements consisting audited balance sheet, prepared by BKD LLP, as of the balance sheet of the Company as at December 31 in the year 2014 and the related statements of income for the year then ended (the “Unaudited Financial Statements”)June 30, 2016 and unaudited financial statements consisting for each quarter thereafter and up to the date of this Agreement. PR shall cause JSB to, as soon as reasonably available after the balance sheet date of this Agreement, deliver to the Company as at July 31, 2015 and the related Merchants any additional financial statements of income for the seventh- month period then ended (the “Interim Financial Statements” and together with the Unaudited Financial Statements, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements which have been prepared on JSB’s behalf or at its direction, including its quarterly and its monthly unaudited balance sheets and profit and loss statements prepared for its internal use, its Call Reports for each quarterly period completed prior to the best of Company’s ability in accordance with GAAP applied Effective Time, and all other financial reports or statements submitted to regulatory authorities after the date hereof, to the extent permitted by law. Collectively, all such JSB financial statements described by this Section 7.05 are referred to as the “JSB Subsequent Financial Statements.” The JSB Subsequent Financial Statements shall be prepared on a basis consistent basis throughout with past accounting practices and GAAP to the period involved, subjectextent applicable and shall present fairly the financial condition and results of operations as of the dates and for the periods presented (except, in the case of the Interim Financial Statementsunaudited financial statement or Call Report information, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and for the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statementsand/or year-end adjustments). The JSB Subsequent Financial Statements are based on Statements, including the books and records of the Companynotes thereto, and fairly present shall not include any assets, liabilities or obligations or omit to state any assets, liabilities or obligations, absolute or contingent, or any other facts, if such inclusion or omission would render such financial statements inaccurate, incomplete or misleading in all any material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The balance sheet of the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP to the best of its abilityrespect.

Financial Statements. Complete copies of (a) Except as disclosed in the Company’s unaudited SEC Documents (excluding any disclosures set forth in the risk factors or “forward-looking statements” sections of such reports or similar statements that are similarly non-specific and are predictive or forward-looking in nature), the historical financial statements consisting of (including the balance sheet of related notes and supporting schedule) contained or incorporated by reference in the Company SEC Documents (i) comply as at December 31 to form in all material respects with the year 2014 applicable accounting requirements under the Securities Act and the related statements of income for the year then ended Exchange Act (the “Unaudited Financial Statements”except that certain supporting schedules are omitted), and unaudited financial statements consisting of the balance sheet of the Company as at July 31, 2015 and the related statements of income for the seventh- month period then ended (the “Interim Financial Statements” and together with the Unaudited Financial Statements, the “Financial Statements”ii) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Company, and fairly present in all material respects the consolidated financial condition of the Company and its Subsidiaries as of the respective dates they were prepared date thereof and the consolidated results of operations, cash flow and stockholder equity for the operations respective periods (subject, in the case of unaudited quarterly financial statements, to normal year-end adjustments) and (iii) have been prepared in all material respects in accordance with GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the Company for Commission or other rules and regulations of the Commission) consistently applied throughout the periods indicated. The involved, (except (y) as may be indicated in the notes thereto or (z) as permitted by Regulation S-X). (b) Neither the Company nor any of its Subsidiaries has any liabilities of any nature (whether accrued, absolute, contingent or otherwise) that would be required under GAAP, as in effect on the date hereof, to be reflected on a consolidated balance sheet of the Company (including the notes thereto) except (i) liabilities reflected or reserved against in the balance sheet (or notes thereto) of the Company and its Subsidiaries as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as of the most recent balance sheet of the Company audited by the Company’s auditors prior to the date hereof (the “Balance Sheet Date” and the balance sheet of ”) including in the Company as of July 31SEC Documents, 2015 is referred (ii) (A) trade payables and accrued expenses and (B) liabilities not required to herein as be reflected in the “Interim Balance Sheet” and Company’s financial statements pursuant to GAAP or disclosed in filings made with the date thereof as Commission, in each case, incurred after the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered , (iii) as contemplated by this Agreement or otherwise incurred in accordance connection with GAAP the transactions contemplated hereby, (iv) that have been discharged or paid prior to the best date of its abilitythis Agreement or (v) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Financial Statements. Complete (a) Attached hereto as Schedule 3.4 are true and complete copies of the Company’s unaudited following financial statements consisting of (such financial statements, the “Company Financial Statements”): (i) the audited consolidated balance sheet of the Company as at of December 31 in the year 2014 31, 2014, December 31, 2013 and December 31, 2012, and the related audited consolidated statements of income and cash flows for the year fiscal years then ended ended; and (ii) the “Unaudited Financial Statements”), and unaudited financial statements consisting of the consolidated balance sheet of the Company as at July of March 31, 2015 (the “Latest Company Balance Sheet”), and the related unaudited consolidated statements of income and cash flows for the seventh- three-month period then ended ended. (the “Interim Financial Statements” and together with the Unaudited Financial Statementsb) Except as set forth on Schedule 3.4(b), the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer. The Company Financial Statements (i) have been prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period involvedperiods covered thereby, subject, except as may be indicated in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Companythereto, and (ii) fairly present present, in all material respects respects, the consolidated financial condition position of the Company as of the respective dates they were prepared thereof and the its consolidated results of the operations of the Company for the periods indicated. The then ended. (c) Except (i) as set forth set forth on Schedule 3.4(c), (ii) as and to the extent set forth on the Latest Company Balance Sheet and (iii) for liabilities and obligations (w) under this Agreement, (x) incurred in the ordinary course of business consistent with past practice since the date of the Latest Company Balance Sheet, (y) that will be included in the calculation of Net Working Capital as of the Closing Date or (z) that will be paid at Closing, the Company does not have any liability or obligation of any nature (whether accrued, absolute, contingent, determined, determinable or otherwise) that is required by GAAP to be reflected or reserved against in a balance sheet of the Company as of December 31, 2014 is referred to herein as (or in the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP to the best of its abilitynotes thereto).

Financial Statements. Complete (a) The Company has made available to SPAC true and complete copies of the Company’s unaudited financial statements consisting of the audited consolidated balance sheet of the Company and its Subsidiaries as at of December 31 in the year 2014 31, 2021, and the related audited consolidated statements of income and profit and loss, and cash flows, for the fiscal year then ended (the “Unaudited Audited Financial Statements”), . (b) The Company has made available to SPAC true and unaudited financial statements consisting complete copies of the unaudited consolidated balance sheet of the Company and its Subsidiaries as at July 31of September 30, 2015 2022, and the related unaudited consolidated statements of income and profit and loss, and cash flows, for the seventh- month period then ended (the “Interim Financial StatementsManagement Accounts” and together with the Unaudited Audited Financial Statements, the “Company Financial Statements”). (c) are included in the Disclosure Schedules/have been delivered to Buyer. The Company Financial Statements delivered by the Company (i) have been prepared in accordance with the books and records of the Company and its Subsidiaries, (ii) fairly present, in all material respects, the financial condition and the results of operations and cash flow of the Company and its Subsidiaries on a consolidated basis as of the dates indicated therein and for the periods indicated therein, except in the case of the Management Accounts, subject to (A) normal year-end adjustments and (B) the best absence of Company’s ability footnotes required under GAAP, and (iii) were prepared in accordance with GAAP applied on a consistent basis throughout the period involvedperiods involved (except as may be indicated in the notes thereto), subject, except that in the case of the Interim Financial StatementsManagement Accounts, subject to (A) normal and recurring year-end adjustments and (the effect of which will not be materially adverseB) and the absence of notes footnotes required under GAAP. Any audited financial statements delivered in accordance with Section 5.8 will, when so delivered, (that, if presented, would not differ materially from those presented A) be audited in accordance with the Audited Financial Statements). The Financial Statements are based on the books and records standards of the Company, U.S. Public Company Accounting Oversight Board and fairly present (B) comply in all material respects with the financial condition applicable accounting requirements and with the rules and regulations of the Company SEC, the Exchange Act and the Securities Act applicable to a registrant, in effect as of the respective dates they were prepared and thereof (including, to the results of extent applicable to the operations of Company, Regulation S-X under the Company for the periods indicated. The balance sheet of the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. Securities Act). (d) The Company maintains a standard system of internal accounting established and administered controls which is reasonably sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP 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. (e) In the past three (3) years, none of the Company or any of its Subsidiaries nor, to the best Knowledge of the Company, an independent auditor of the Company or its abilitySubsidiaries, has identified or been made aware in writing of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company and its Subsidiaries, (ii) any fraud, whether or not material, that involves the Company’s or any Subsidiary’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company and its Subsidiaries, or (iii) to the Knowledge of the Company, any allegation, assertion or claim regarding any of the foregoing.

Financial Statements. Complete (i) The Company has previously made available to Purchaser copies of (1) the Company’s unaudited audited consolidated statements of financial statements consisting of the balance sheet condition of the Company and its Subsidiaries as at of December 31 in for the year 2014 fiscal years 2009 and 2010, and the related consolidated statements of income operations, of comprehensive income, of changes in stockholders’ equity, and of cash flows for the fiscal years 2009 and 2010, inclusive, as reported in the Company 10-K, in each case accompanied by the audit report of Ernst & Young LLP, and (2) (x) the unaudited consolidated statements of financial condition of the Company and its Subsidiaries as of December 31 for the fiscal year then 2011 and the related unaudited consolidated statements of operations, of comprehensive income, of changes in stockholders’ equity and of cash flows for the fiscal year ended December 31, 2011 (the “Unaudited Financial Statements2011 Financials”), ) and (y) the unaudited consolidated statements of financial statements consisting of the balance sheet condition of the Company and its Subsidiaries as at July of January 31, 2015 2011 and the related unaudited consolidated statements of income operations, of comprehensive income, of changes in stockholders’ equity and of cash flows for the seventh- month one (1)-month period then ended January 31, 2012 (the “Interim Financial StatementsFinancials” and together with (1) and (2) collectively, and including the Unaudited Financial Statementsrelated notes, where applicable, the “Financial Statements”). (ii) are included in Each of the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have has been prepared prepared, and each of the financial statements (including the Audited 2011 Financials) to be filed by the Company with the SEC after the date of this Agreement and prior to the best of Company’s ability Closing will be prepared, in accordance with GAAP consistently applied on a consistent basis throughout the period involved, subject, periods covered by each such statement (except for inconsistencies in the case application of the Interim GAAP as indicated in such Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented Statements or in the Audited Financial Statementsnotes thereto). The Financial Statements are based on , is consistent with the books and records of the Company, and fairly present presents, in all material respects respects, the consolidated financial condition of the Company as of the respective dates they were prepared and the results of the operations and cash flows of the Company for the respective periods indicated. The then ended, as applicable, subject to, in the case of the Interim Financials (1) the absence of notes and schedules and (2) normal year-end adjustments, and in the case of the Unaudited 2011 Financials, the absence of certain notes and schedules. (iii) Since December 31, 2010, there have been no significant changes in the “off-balance sheet arrangements,” as defined in and disclosed under Item 303 of Regulation S-K under the Securities Act, to which the Company or any of its Subsidiaries is a party. (iv) The books and records of the Company and its Subsidiaries in all material respects have been, and are being, maintained in accordance with applicable legal and accounting requirements and reflect only actual transactions. Ernst & Young LLP was not dismissed as independent public accountants of the Company as a result of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of or in connection with any disagreements with the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains on a standard system matter of accounting established and administered in accordance with GAAP to the best of its abilityprinciples or practices, financial statement disclosure or auditing scope or procedure.

Financial Statements. Complete copies of The Company has delivered to Buyer the Company’s unaudited financial statements of FHPS, consisting of the balance sheet of the Company as sheets at December 31 in the year 2014 31, 1995, 1996 and 1997 and the related statements of income operations for the year respective periods then ended (collectively, the “Unaudited Financial Statements”"FINANCIAL STATEMENTS"). The 1995, 1996 and unaudited 1997 financial statements consisting of FHPS are referred to herein as its "PRIOR FINANCIAL STATEMENTS." The financial statements for the balance sheet of the Company as at July twelve (12) months ended December 31, 2015 and 1998 are referred to herein as the related statements of income for the seventh- month period then ended (the “Interim Financial Statements” and together with the Unaudited Financial Statements, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer. "CURRENT FINANCIAL STATEMENTS." The Financial Statements have been (i) were prepared to from the best books and records of Company’s ability FHPS, (ii) were prepared in accordance with GAAP applied on a consistent basis throughout (except as may be expressly indicated therein or in any notes thereto, or except for the period involvedabsence of notes, subjectstatement of cash flows, in and statement of shareholders equity which may otherwise be required under GAAP) and (iii) present fairly the case financial position of FHPS as at the Interim Financial Statements, dates thereof and the results of its operations for the periods then ended (subject to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statementsaggregate have a Material Adverse Effect on the FHPS and any other adjustments expressly described therein or in the notes thereto). The balance sheets included in the Current Financial Statements are based on do not reflect any writeup or revaluation increasing the books and records book value of any assets, except as specifically disclosed in the Companynotes thereto or as otherwise disclosed in writing to Buyer. All financial projections, and fairly present in all material respects the financial condition of forecasts, or budgets that the Company as of the respective dates they were prepared and the results of the operations of Subsidiaries have made available to Buyer have been or will be prepared in good faith based upon assumptions that the Company for the periods indicated. The balance sheet of the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred Subsidiaries believe to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP to the best of its abilitybe reasonable.

Financial Statements. Complete copies of (a) The Company has delivered to the Company’s unaudited Purchaser its audited financial statements consisting as of and for the years ended December 31, 2019 and 2020 (including balance sheet sheet, and income statement and statement of the Company cash flows as at December 31 in the year 2014 of and the related statements of income for the year then ended (the “Unaudited Financial Statements”), and unaudited financial statements consisting of the balance sheet of the Company as at July December 31, 2015 and the related statements of income for the seventh- month period then ended 2020 (the “Interim Financial Statements” and together with the Unaudited Financial Statementscollectively, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer). The Financial Statements have been prepared to the best of Company’s ability in accordance with GAAP generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements)periods indicated. The Financial Statements are based on the books and records of the Company, and fairly present in all material respects the financial condition and operating results of the Company as of the respective dates they were prepared dates, and for the results of periods, indicated therein. Except as set forth in the operations of Financial Statements, the Company for has no material liabilities or obligations, contingent or otherwise, other than (i) liabilities incurred in the periods indicated. The balance sheet ordinary course of the Company as of business after December 31, 2014 is referred 2020; (ii) obligations under contracts and commitments incurred in the ordinary course of business; and (iii) liabilities and obligations of a type or nature not required under GAAP to herein as be reflected in the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”Financial Statements. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP GAAP. (b) The financial statements of TTIC included in the Regulatory Filings (the “SAP Statements”) were prepared in accordance with SAP, consistently applied for the periods covered thereby, and fairly present, in all material respects, the statutory financial position of TTIC, as of the respective dates thereof, and the results of operations and changes in capital and surplus and cash flows of TTIC for the respective periods set forth therein subject, in the case of the SAP Statements with respect to interim periods, to normal year-end audit adjustments and the absence of footnote disclosures. No material violation or Deficiency has been asserted by any Governmental Entity with respect to any SAP Statements that has not been cured or resolved, to the best Company’s Knowledge, to the satisfaction of its abilitythe Governmental Entity prior to the date hereof. As of their respective filing dates, the SAP Statements complied with, all Insurance Laws in all material respects. (c) The Reserves, (i) were determined in accordance with SAP applied on a consistent basis for the periods presented, (ii) were determined in accordance with generally accepted actuarial standards applied on a consistent basis for the periods presented (except as otherwise noted in the SAP Statements or the notes thereto), (iii) satisfied the requirements of applicable Insurance Laws in all material respects and (iv) were computed on the basis of assumptions consistent with those used in computing the corresponding items in the SAP Statements.

Financial Statements. Complete copies of the Company’s unaudited financial statements consisting of the The Representative has delivered to Buyer: (a) a consolidated balance sheet of the Company as at December 31 in the year 2014 31, 2005, and the related consolidated statements of income income, changes in shareholders’ equity and cash flows for the fiscal year then ended ended, together with the report thereon of Punongbayan & Araullo (the a Member of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ International) (“Unaudited Financial StatementsP&A”), and unaudited financial statements consisting of the independent certified public accountants, (b) a consolidated balance sheet of the Company as at July December 31, 2015 2006 (including the notes thereto, the “Balance Sheet”), and the related consolidated statements of income income, changes in stockholders’ equity, and cash flows for the seventh- month period fiscal year then ended ended, together with the report thereon of P&A, independent certified public accountants, and (c) an unaudited consolidated balance sheet of the Company as at June 30, 2007 (the “Interim Financial Statements” and together with the Unaudited Financial Statements, the “Financial StatementsBalance Sheet”) are included and the related unaudited consolidated statements of income, changes in stockholders’ equity, and cash flows for the Disclosure Schedules/have been delivered 5 months then ended. Such financial statements and notes fairly present the financial condition and the results of operations, changes in stockholders’ equity, and cash flow of the Acquired Companies as at the respective dates of and for the periods referred to Buyer. The Financial Statements have been prepared to the best of Company’s ability in such financial statements, all in accordance with GAAP applied on a consistent basis throughout the period involvedGAAP, subject, in the case of the Interim Financial Statementsinterim financial statements, to normal and recurring year-end adjustments (the effect of which will not not, individually or in the aggregate, be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented included in the Audited Financial StatementsBalance Sheet). The Financial Statements financial statements referred to in this Section 6(d) reflect the consistent application of such accounting principles throughout the periods involved, except as disclosed in the notes to such financial statements. No financial statements of any Person other than the Acquired Companies are based on required by GAAP to be included in the books and records consolidated financial statements of the Company, . Any financial or other projections delivered to Buyer represent the Sellers’ and fairly present in all material respects the financial condition Company’s best estimates and assumptions as to future performance of the Acquired Companies, which the Sellers and the Company believe to be fair and reasonable as of the respective dates they were prepared time made in the light of current and the results of the operations of the Company for the periods indicated. The balance sheet of the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP to the best of its abilityreasonably foreseeable business conditions.

Financial Statements. Complete (a) The Companies have furnished Purchaser with copies of the Company’s unaudited following financial statements consisting of the balance sheet of the Company as at December 31 in the year 2014 and the related statements of income for the year then ended (the “Unaudited Financial Statements”), and unaudited financial statements consisting of the balance sheet of the Company as at July 31, 2015 and the related statements of income for the seventh- month period then ended (the “Interim Financial Statements” and together with the Unaudited Financial Statementscollectively, the “Financial Statements”): (i) are included in the Disclosure Schedules/have been delivered to Buyer. Companies’ unaudited balance sheets as of, and related statements of income and cash flows for the fiscal years ended, December 31, 2011 and 2012 together with all related notes and schedules thereto; and (ii) the Companies’ unaudited balance sheet as of December 31, 2013 (the “Interim Balance Sheet”), and related statements of income (the “2013 Income Statement”) for the fiscal year ended, December 31, 2013; (iii) the Companies’ unaudited balance sheet as of January 23, 2014; (b) The Financial Statements have been were prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Company, and present fairly present in all material respects the financial condition of the Company Companies as of the respective dates they were prepared date thereof and the results of operations for the operations periods covered thereby. Neither Seller nor any Company is a party to, or has a commitment to become a party to, any off-balance sheet arrangements. No contest, claim, defense or right of setoff has been asserted relating to the amount or validity of the accounts receivable of any of the Companies. (c) None of the Companies has any Liabilities of any nature, whether absolute, accrued, contingent or otherwise, other than those, except for (i) Liabilities adequately reflected, accrued or expressly reserved for in line items on the Interim Balance Sheet, (ii) Liabilities incurred in the ordinary course of business consistent (in scope and amount) with past practice, after the date of the Interim Balance Sheet which are not, individually or in the aggregate, material in amount or (iii) as disclosed on Section 4.5(c) of the Company for the periods indicated. The balance sheet of the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP to the best of its abilityDisclosure Schedule.

Financial Statements. Complete The Company’s Annual Report on Form 10-K for the period ended December 31, 2023, as filed with the SEC on March 28, 2024, as amended on by the Form 10-K/A filed with the SEC on April 29, 2024, contains the complete and accurate copies of the Company’s unaudited financial audited balance sheets and statements consisting of the balance sheet of operations with respect to the Company Entities as at December 31 in the year 2014 of and the related statements of income for the fiscal year then ended December 31, 2023 (the “Unaudited Annual Financial Statements”), ) and unaudited financial statements consisting attached as Schedule 3.5 is substantially complete and accurate copies of the unaudited interim balance sheet sheets and statements of operations with respect to the Company Entities as at July 31, 2015 of and the related statements of income for the seventh- month period then nine months ended September 30, 2024 (the “Balance Sheet Date”) (the “Interim Financial Statements” and and, together with the Unaudited Annual Financial Statements, the “Financial Statements”) ), which Financial Statements are included in the Disclosure Schedules/have been delivered to Buyermaintained on an accrual basis. The Financial Statements have been prepared condensed consolidated financial statements filed with the Company’s Quarterly Report on Form 10-Q, anticipated to be filed on or about November 14, 2024, shall reflect no material changes to the best assets, liabilities, financial condition or operating results of Company’s ability the Company set forth in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements. Except as set forth on Schedule 3.5, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Company, and present fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company Entities as of the dates and for the periods indicatedindicated therein in accordance with GAAP. The balance sheet Except as set forth on Schedule 3.5, there are no obligations or liabilities, whether absolute, accrued, contingent or otherwise, of the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered Entities that are required in accordance with GAAP to be reflected or disclosed in the best Financial Statements except for obligations or liabilities (a) reflected or disclosed in the Financial Statements or (b) incurred in the ordinary course of business since the Balance Sheet Date, none of which have had a Material Adverse Change. The Company has established and maintains systems of internal accounting controls that are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company maintains and, for all periods covered by the Financial Statements, has maintained books and records of the Company in the ordinary course of business that are, to the Company’s Knowledge, accurate and complete in all material respects and reflect the revenues, expenses, assets and liabilities of the Company and its abilitySubsidiaries in all material respects. Except as set forth on Schedule 3.5, neither the Company nor the Company’s independent auditors have identified or been made aware of (after reasonable inquiry) any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.

Financial Statements. Complete copies Company has delivered to Subsidiary (a) the audited balance sheets of Company as at May 31, 1997, and June 1, 1996, and the related audited statements of income, changes in stockholders' equity, and cash flow for each of the Company’s fiscal years then ended, together with the report thereon of Robe▇▇▇▇▇ & ▇ompany, independent auditors, and (b) the unaudited financial statements consisting of the balance sheet of the Company as at December 31 in the year 2014 of May 30, 1998, and the related statements statement of income for the fiscal year then ended (ended. Such financial statements and notes fairly present the “Unaudited Financial Statements”)financial condition and the results of operations, changes in stockholders' equity, and unaudited financial statements consisting cash flow of the balance sheet of the Company as at July 31, 2015 the respective dates of and the related statements of income for the seventh- month period then ended (the “Interim Financial Statements” and together with the Unaudited Financial Statementsperiods referred to in such financial statements, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been prepared to the best of Company’s ability all in accordance with GAAP applied on a consistent basis throughout the period involvedGAAP, subject, in the case of the Interim Financial Statementsinterim financial statements, to normal and recurring year-end adjustments (the effect of which will not not, individually or in the aggregate, be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented included in the Audited Financial Statementslast audited statement). The Financial Statements are based on the books and records of the Company, and fairly present in all material respects ; the financial condition statements referred to in this Section 5.4 reflect the consistent application of such accounting principles throughout the periods involved. Except as set forth on Schedule 5.4, Company has not been advised in writing by any attorney representing it that there are any "loss contingencies" (as defined in Statement of Financial Accounting Standards No. 5 issued by the Financial Accounting Standards Board of March, 1975), which would be required to be disclosed or accrued in financial statements of the Company were such statements prepared as of the respective dates they were prepared and date hereof. No financial statements of any Person other than Company are required by GAAP to be included in the results financial statements of the operations Company. The May 30, 1998, audited financial statements of the Company for shall be delivered no later than August 31, 1998, including the periods indicated. The audited balance sheet of the Company as of December 31May 30, 2014 is referred to herein as 1998 (the “"Balance Sheet” "), and, when delivered, shall be deemed to constitute a portion of the Supplement entitling the Parent to such rights and obligations applicable with respect to the Supplement, except that the ten (10) day period referenced in Section 4.3 shall commence on the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as delivery of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP to the best of its abilitysuch financial statements.

Financial Statements. Complete copies (a) The Company has delivered to Parent its audited balance sheet as of December 31, 2005 and December 31, 2004 and the statements of income and cash flow for the twelve month period ended on December 31, 2005 and the twelve month period ended on December 31, 2004 (the “Annual Financial Statements”). The Annual Financial Statements and any notes related thereto comply as to form in all material respects with applicable accounting requirements and have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be indicated in the notes thereto and fairly present in all material respects the financial position of the Company’s unaudited Company as at the dates thereof and the results of its operations and cash flows for the periods then ended. Except as set forth on Schedule 3.6(a), the Company maintains a standard system of accounting and internal controls established and administered in accordance with good business practices sufficient to permit the preparation of consolidated financial statements consisting of in accordance with GAAP. The Annual Financial Statements, and all underlying ledgers and journals, are complete, true and correct in all material respects. (b) Set forth on Schedule 3.6(b) is a copy the unaudited balance sheet of the Company for the three (3) month period ended as at December 31 of March 31, 2006, together with, in the year 2014 and each case, the related unaudited statements of income and cash flow for the year then period ended (the “Unaudited Financial Statements”), and unaudited financial statements consisting as of the balance sheet of the Company as at July March 31, 2015 and the related statements of income for the seventh- month period then ended 2006 (collectively, the “Interim Financial Statements” and together with the Unaudited Annual Financial Statements, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer). The Interim Financial Statements and any notes related thereto comply as to form in all material respects with applicable accounting requirements and have been prepared to the best of Company’s ability in accordance with United States GAAP applied on a consistent basis throughout the period periods involved, subject, except as may be indicated in the case of the Interim Financial Statementsnotes thereto, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Companyor except as otherwise permitted for interim financial statements, and fairly present in all material respects (subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal, recurring year-end adjustments none of which are or will be material in amount, individually or in the aggregate) the financial condition position of the Company as of at the respective dates they were prepared thereof and the results of the its operations of the Company and cash flows for the periods indicatedthen ended. The balance sheet All of the Company Company’s accounts receivable and accounts payable as of December 31, 2014 is referred to herein as date of the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and Interim Financial Statements are reflected on the balance sheet of included with the Interim Financial Statements. The Interim Financial Statements, and all underlying ledgers and journals, are complete, true and correct in all material respects. (c) Except as set forth on Schedule 3.6(c), the Company as does not have any direct or indirect indebtedness, liability, claim, loss, damage, deficiency or obligation or responsibility, known or unknown, fixed or unfixed, ▇▇▇▇▇▇ or inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise, whether or not of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with kind required by GAAP to be set forth on a financial statement or in the best notes thereto (“Liabilities”), that were not fully and adequately reflected or reserved against on the Financial Statements. Except as set forth on Schedule 3.6(c), the Company does not have any Knowledge of its abilityany circumstance, condition, event or arrangement that may hereafter give rise to any Liabilities which are reasonably likely to have a Company Material Adverse Effect.

Financial Statements. Complete copies of (a) Seller has delivered to Buyer (i) the Company’s unaudited financial statements consisting of the balance sheet of the Company as at December 31 in the year 2014 sheets and the related statements of income and cash flows of the Business as of and for the year then nine-month period ended September 30, 1999 and 2000, (ii) the “Unaudited Financial Statements”), and unaudited financial statements consisting of the balance sheet of the Company as at July May 31, 2015 2000 Balance Sheet and (iii) the related audited balance sheets and statements of income and cash flows of the Business for the seventh- month period then years ended (the “Interim Financial Statements” and December 31, 1997, 1998, 1999 together with the Unaudited Financial Statementsnotes to such financial statements, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period involved, subject, accompanied in the case of this clause (iii), by an unqualified opinion of Ernst &Young LLP (the Interim financial statements described above, together with the notes to such financial statements, collectively, the "Financial Statements.") Except as described in Section 2.9(a) of the Disclosure Schedule, to normal and recurring year-end adjustments the Financial Statements (the effect of which will not be materially adversei) and the absence of notes (that, if presented, would not differ materially from those presented were prepared in accordance with accounting principles generally accepted in the Audited Financial Statements). The Financial Statements are based on the books United States, consistently applied; and records of the Company, and (ii) present fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company Business for the periods indicated. The balance sheet referred to therein (or, in the case of the Company as of December May 31, 2014 is referred to herein as the “2000 Balance Sheet” , the assets and liabilities of the Business as held for sale in connection with the Transaction). (b) Neither Seller, nor any Asset Subsidiary (to the extent related to the Business), nor any member of the Stock Group has any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted, known, unknown or otherwise), except (i) as set forth as a liability on the May 31, 2000 Balance Sheet, (ii) as are Excluded Liabilities, (iii) items disclosed in Section 2.9(b) of the Disclosure Schedule, (iv) liabilities and obligations incurred since the date of the May 31, 2000 Balance Sheet in the ordinary course of business and not in violation of any of the terms of this Agreement, (v) liabilities and obligations arising under any contract or agreement or (vi) other liabilities which in the aggregate would not have Material Adverse Effect. (c) Except as set forth in Section 2.9(c) of the Disclosure Schedule, no member of the Stock Group has outstanding any debt for borrowed money or any finance leases required by accounting principles generally accepted in the United States to be capitalized and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP to the best of its abilityAssumed Liabilities do not include obligations under any such finance leases.

Financial Statements. Complete copies of the Company’s unaudited financial statements consisting of the balance sheet Section 3.5 of the Company as at Disclosure Letter sets forth (i) the audited consolidated statements of financial position of the Company and the Company Subsidiaries for the years ended December 31 in the year 2014 31, 2023 and December 31, 2024, and the related consolidated statements of income comprehensive loss, changes in equity and cash flows for the year fiscal years then ended ended, audited in accordance with IFRS (the “Unaudited Audited Financial Statements”), and (ii) the unaudited consolidated statements of financial statements position of the Company and the Company Subsidiaries, consisting of the consolidated balance sheet of the Company and its Subsidiaries as at July 31of September 30, 2015 2025, and the related unaudited consolidated statements of income comprehensive loss, changes in equity and cash flows for the seventh- month period nine-months then ended (the “Interim Financial Statements” and together with the Unaudited Audited Financial Statements, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (i) have been prepared from, and are based on in accordance in all material respects with, the books and records of the CompanyCompany and the Company Subsidiaries as of the times and for the periods referred to therein, (ii) complied as to form with applicable accounting requirements with respect thereto as of their respective dates, (iii) have been kept accurately in the ordinary course of business consistent in all material respects with Israeli Law, and (iv) will present fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company and Company Subsidiaries (taken as a whole) as of the times and for the periods indicated. The balance sheet of the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered therein in accordance with GAAP GAAP, consistently applied (except as may be indicated in the notes thereto and subject in the case of the unaudited financial statements to (a) the absence of footnote disclosures and other presentation items and (b) changes resulting from year-end adjustments which would be immaterial to the best of its abilityCompany and Company Subsidiaries as a whole).

Financial Statements. Complete copies (a) The audited balance sheet and income statement of the Company’s unaudited financial statements consisting Corporation as of the balance sheet 30th day of the Company as at December 31 in the year 2014 and the related statements of income for the year then ended (the “Unaudited Financial Statements”)September, and unaudited financial statements consisting of the balance sheet of the Company as at July 31, 2015 and the related statements of income for the seventh- month period then ended (the “Interim Financial Statements” and together with the Unaudited Financial Statements, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period involved, subject1997, in the case of the Interim Financial Statements, form attached to normal and recurring year-end adjustments (the effect of which will not be materially adversethis Agreement as Exhibit 2.5(A) and the absence income statement for the period ending the 30th day of notes (thatSeptember, if presented1997, would not differ materially from those presented in the form attached to this Agreement as Exhibit 2.5(B) (collectively the "Audited Financial Statements"). The Financial Statements are based on the books and records of the Company, and fairly present presents in all material respects the financial condition position of the Company Corporation as of the respective dates they were 30th day of September, 1997 and has been prepared in accordance with generally accepted accounting principles, consistently applied, and in a manner substantially consistent with prior financial statements of the Corporation. The latest unaudited, balance sheet and income statement of the Corporation as of the 31st day of December, 1997 and for the month then ended, in the form attached hereto as Exhibit 2.5(C) ("Latest Financial Statements"), fairly presents in all material respects the financial position of the Corporation as of the 31st day of December, 1997 and the results of operations for the operations one month then ended and have been prepared in accordance with generally accepted accounting principles consistently applied and in a manner substantially consistent with the Audited Financial Statements, except for differences resulting from normally occurring audit adjustments, including, but not limited to, income tax and tax accrual adjustments, or as noted in the Latest Financial Statements or the notes thereto. Except as contemplated by or permitted under this Agreement, there are no adjustments that would be required on review of the Company for Latest Financial Statements that would, individually or in the periods indicated. aggregate, have a material negative effect upon the Corporation's reported financial condition. (b) The audited balance sheet of the Company Corporation as of December 31the 30th day of September, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet 1997, reflects a tangible book value of not less than two million two hundred thousand dollars ($2,200,000). The unaudited financial statements of the Company Corporation as of July 31November 30, 2015 is referred to herein as 1997, reflect not less than $500,000 in cash and cash equivalents and no more than $275,000 in payables (excluding any contingent liabilities arising out of any lawsuits which have been disclosed in the “Interim Balance Sheet” filings made with the SEC), obligations and other liabilities. Monthly, recurring operational expenses of the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP to the best of its abilityCorporation do not exceed $75,000.

Financial Statements. (a) Complete copies of the Company’s unaudited financial statements consisting of the balance sheet of the Company as at December 31 in the year 2014 31, 2016 and the related statements of income and retained earnings, stockholders’ equity, and cash flow for the year then ended (the “Unaudited Annual Financial Statements”), and unaudited financial statements consisting of the balance sheet of the Company as at July 31June 30, 2015 2017 and the related statements of income and retained earnings, stockholders’ equity and cash flow for the seventh- three- and six-month period periods then ended (the “Interim Financial Statements,” and and, together with the Unaudited Annual Financial Statements, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyerthe Parent. The Financial Statements have been prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and and, in the case of all of the Financial Statements, the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements)notes. The Financial Statements are based on the books and records of the Company, and fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The balance sheet of the Company as of December 31, 2014 2016 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31June 30, 2015 2017 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. .” The Company maintains a standard system of accounting established and administered in accordance with GAAP GAAP. There are no off balance sheet transactions, arrangements, or obligations of or involving the Company. (b) The Company makes and keeps accurate financial books and records reflecting its assets and maintains commercially reasonable internal accounting controls that provide reasonable assurance that (a) transactions are executed with management’s authorization; (b) transactions are recorded as necessary to permit preparation of the financial statements of the Company and to maintain accountability for the Company’s assets; (c) access to the best assets of its abilitythe Company is permitted only in accordance with management’s authorization; (d) the reported accountability of the assets of the Company is compared with existing assets at reasonable intervals; and (e) accounts are recorded accurately in all material respects and commercially reasonable procedures are implemented to effect the collection thereof on a current and timely basis. There are no significant deficiencies or material weaknesses in either the design or operation of internal controls of the Company that are reasonably likely to adversely affect the ability of the Company to record, process, summarize, and report financial information in a materially accurate manner. (c) The financial books and records of the Company are sufficient such that the Financial Statements can be audited without a scope limitation, by an independent certified public accounting firm that is registered under the Public Company Accounting Oversight Board, which audited Financial Statements can be included in the Current Report on Form 8-K of the Parent to be filed after the Closing that describes the transactions herein and thereafter can be consolidated into the Parent’s periodic reports to be filed under the Exchange Act.

Financial Statements. Complete (a) Attached as Section 3.4(a)(i) of the Disclosure Letter are true, correct and complete copies of (i) the Company’s unaudited audited financial statements consisting of the balance sheet of the Company as at of and for the fiscal years ended December 31 in 31, 2022 and December 31, 2023 (the year 2014 “Audited Financial Statements”), and (ii) the related unaudited financial statements of income the Company as of and for the year then six (6) month period ended June 30, 2024 (the “Unaudited Financial Statements”), and unaudited financial statements consisting of the balance sheet of the Company as at July 31, 2015 and the related statements of income for the seventh- month period then ended (the “Interim Financial Statements,” and together with the Unaudited Audited Financial Statements, the “Financial Statements”). Except as set forth in Section 3.4(a)(ii) are included in of the Disclosure Schedules/have been delivered to Buyer. The Letter, the Financial Statements have been prepared to the best of Company’s ability in accordance with GAAP applied GAAP, consistently applied, are based on a consistent basis throughout the period involvedbooks and records of the Company (which books and records are true, subjectcorrect and complete in all material respects) and present fairly, in all material respects, the case financial position of the Interim Company as of the dates indicated and the results of operations for the periods then ended, except with respect to the Unaudited Financial Statements, to Statements for (A) normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (thatwhich, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on ) and (B) the books and records absence of year-end disclosures normally made in footnotes (which, if presented, would not be, individually or in the aggregate, material to the Company, and fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated). The balance sheet of the Company as of December 31June 30, 2014 2024, which is included in the Unaudited Financial Statements, is referred to herein as the “Acquisition Balance Sheet” .” (b) The Company maintains, adheres to and the date thereof enforces internal accounting controls that are sufficient to provide reasonable assurance that: (i) transactions are executed only in accordance with management’s authorization; (ii) transactions are recorded as the “Balance Sheet Date” and the balance sheet necessary to permit preparation of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered Financial Statements in accordance with GAAP and to maintain accountability for the assets and liabilities of the Company; (iii) receipts and expenditures of the Company are being made only in accordance with management’s authorization; and (iv) unauthorized acquisition, disposition or use of assets is prevented or timely detected. There is no (A) material deficiency or weakness in the design or operation of such internal accounting controls that could adversely affect the ability of the Company to initiate, record, process or report financial data, or (B) fraud or other wrongdoing (or allegation thereof) that involves any of the management or other employees of the Company who have a role in the preparation of the Financial Statements or in connection with such internal accounting controls. (c) All of the accounts receivable of the Company (i) represent sales actually made in the ordinary course of business, (ii) constitute valid and enforceable claims, and (iii) are not, by their terms, subject to set-offs or counterclaims in any material respect. All accounts receivable of the Company arose in bona fide arm’s length transactions in the ordinary course of business and with Persons who are not Related Persons. There is no material pending contest or dispute with respect to the best amount or validity of any amount of such accounts receivable. (d) All accounts payable and notes payable of the Company arose in bona fide arms’ length transactions in the ordinary course of business and, except with respect to the Series 1 Convertible Promissory Notes and the Director Loan, with Persons who are not Related Persons, and no such account payable or note payable is materially delinquent in its abilitypayment, except for accounts payable that are being contested by the Company in good faith and for which adequate reserves have been established on the Acquisition Balance Sheet. (e) All inventory of the Company consists of a quality and quantity that is usable and saleable, in each case consistent with the quality and quantity of such inventories historically maintained in the ordinary course of business. Adequate reserves have been reflected in the Acquisition Balance Sheet for expired or otherwise unusable or unsaleable items and items of below-standard quality, which such reserves were calculated in accordance with the Accounting Policies. All such inventories have been priced at the lower of cost or net realizable value. (f) The Company does not have any liabilities, debts or obligations, except for those (i) disclosed, reflected and adequately reserved against on the Acquisition Balance Sheet, (ii) incurred since the date of the Acquisition Balance Sheet in the ordinary course of business (in each case, which do not arise from or relate to any violation or breach of any Law, Permit, Order or Contract or any breach of warranty, infringement, misappropriation, dilution or similar action), (iii) arising under any Plan in the ordinary course of business, (iv) arising under executory Contracts (in each case, which do not arise from or relate to any violation or breach of any Law, Permit, Order or Contract or any breach of warranty, infringement, misappropriation, dilution or similar action), (v) arising under this Agreement, (vi) set forth in Section 3.4(f) of the Disclosure Letter and (vii) that would not reasonably be expected to be material to the Company.

Financial Statements. Complete copies The Company has filed with the Securities and Exchange Commission its (i) audited balance sheets as of December 31, 2022, together with related audited statements of income, stockholders’ equity and cash flows, and notes thereto for the Company’s fiscal year then ended, and (ii) unaudited financial balance sheets as of March 31, 2023, together with related unaudited statements consisting of the balance sheet income, stockholders’ equity and cash flows, and notes thereto, of the Company as at December 31 in the year 2014 and the related statements of income for the year then ended (the “Unaudited Financial Statements”), and unaudited financial statements consisting of the balance sheet of the Company as at July 31, 2015 and the related statements of income for the seventh- month fiscal period then ended (the “Interim Financial Statements” (i) and together with the Unaudited Financial Statements(ii) collectively, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer). The Financial Statements have been prepared to the best of Company’s ability in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the period involvedperiods indicated, subject, in except that the case of the Interim unaudited Financial Statements, Statements may not contain all footnotes and other presentation items required by GAAP and are subject to normal and recurring year-end adjustments (the effect of which will that are not reasonably expected to be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented material in the Audited Financial Statements)amount. The Financial Statements are based on the books and records of the Company, and fairly present in all material respects the financial condition and operating results of the Company as of the respective dates they were prepared dates, and for the results periods, indicated therein, subject in the case of the operations of unaudited Financial Statements to normal year-end audit adjustments. Except as set forth in the Company for the periods indicated. The balance sheet of the Company as of December Financial Statements, between March 31, 2014 is referred to herein as the “Balance Sheet” 2023, and the date thereof as of this Agreement, the “Balance Sheet Date” Company has not incurred any material liabilities or obligations, contingent or otherwise, other than (a) liabilities incurred in the ordinary course of business; (b) obligations under contracts and commitments incurred in the ordinary course of business; (c) liabilities for transaction expenses incurred in connection with the transactions contemplated by this Agreement and the balance sheet Purchase Agreement; and (d) liabilities and obligations of a type or nature not required under GAAP to be reflected in the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”Financial Statements. The Company maintains and will continue to maintain a standard system of accounting established and administered to provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements of the Company in accordance conformity with GAAP GAAP. The Company has not extended or maintained credit, arranged for the extension of credit, modified or renewed an extension of credit, in the form of a personal loan or otherwise, to or for any director or executive officer of the best Company. The Company meets the requirements for use of its abilityForm S-3ASR under the 1933 Act.

Financial Statements. Complete copies (a) The Seller Parent has delivered to Buyer Parent (i) audited balance sheets of the Company’s Business as of December 31, 2004 and 2003, respectively, and audited statements of operations and cash flows for the twelve-month periods ended December 31, 2004 and 2003, respectively, and (ii) an unaudited financial statements consisting of the balance sheet of the Company Business as at December 31 in the year 2014 of July 3, 2005 and the related statements unaudited statement of income operations and cash flows of the Business for the year then six (6) months ended (the “Unaudited Financial Statements”)July 3, 2005, and (iii) an unaudited financial statements consisting of the balance sheet of the Company Business as at of July 313, 2015 2005 (the “Reference Balance Sheet Date”) as adjusted for Excluded Assets (other than the accounts receivable relating to the operation of the Business in China) and Excluded Liabilities (other than the related statements accounts payable relating to the operation of income for the seventh- month period then ended Business in China) (the “Reference Balance Sheet”) ((ii) and (iii) collectively, the “Interim Financial Statements” and together with the Unaudited Financial Statements, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on Reference Balance Sheet was prepared from the books and records of the CompanySellers and in accordance with GAAP (except as otherwise stated therein and except for the omission of footnotes) on a basis consistent with the audited balance sheets referenced in the preceding clause (i). The statements of operations and cash flows included in such financial statements and the notes thereto present fairly, and fairly present in all material respects respects, the results of operations and cash flows, as applicable, of the Business for the periods covered, the balance sheets included in such financial statements and the notes thereto present fairly, in all material respects, the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company Business for the periods indicated. The balance sheet then ended, and all of such financial statements were prepared from the books and records of the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” Sellers and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP (except as otherwise stated therein or in the case of the unaudited financial statements for the omission of footnotes). The Reference Balance Sheet is attached hereto as Schedule 3.06(a). (b) There are in the aggregate no material liabilities of the Business of any kind whatsoever (whether absolute, accrued, contingent or otherwise, and whether due or to become due) other than liabilities and obligations (i) reflected on, or reserved for in, the best Reference Balance Sheet, (ii) arising after the Reference Balance Sheet Date in the ordinary course of its abilitybusiness and consistent with past practices and which either (A) are included in the calculation of Closing Net Asset Value or (B) are Excluded Liabilities that could not reasonably be expected to have a Material Adverse Effect or (iii) that constitute Excluded Liabilities. (c) Set forth on Schedule 3.06(c) hereto is a statement of reconciliation (the “Reconciliation Statement”) accurately reflecting the Excluded Assets and Excluded Liabilities excluded from the Reference Balance Sheet.

Financial Statements. Complete copies of The Company has delivered to the Company’s unaudited financial statements consisting of Investors (i) the audited balance sheet of the Company as at December 31 in the year 2014 and the related statements of income operations and cash flows for Missfresh Limited as of and for the year then twelve-month period ended December 31, 2017 and December 31, 2018 (the “Unaudited Financial StatementsAnnual Statement Date”), and (ii) the unaudited financial statements consisting of the balance sheet of the Company as at July 31, 2015 and the related statements of income for the seventh- month period then ended (the “Interim Financial Statements” Balance Sheet”) and together with statements of operations and cash flows for Missfresh Limited as of and for the Unaudited Financial Statementstwelve-month period ended December 31, 2019, and (iii) the unaudited Balance Sheet and statements of operations and cash flows for Missfresh Limited as of and for the three-month period ending March 31, 2020 (the “Statement Date”) (collectively, the financial statements referred to in sub-clauses (i) through (iii) above, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on (a) have been prepared in accordance with the books and records of the CompanyPRC Companies, and (b) fairly present in all material respects the financial condition and position of the Company PRC Companies as of the respective dates they were prepared indicated therein and the results of the operations and cash flows of the Company PRC Companies for the periods indicated. The balance sheet indicated therein, except in the case of unaudited financial statements for the Company as omission of December 31notes thereto and normal year-end audit adjustments that are not expected to be material, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered (c) were prepared in accordance with GAAP the applicable Accounting Standards applied on a consistent basis throughout the periods involved. All of the accounts receivable owing to any of the best Group Companies, including without limitation all accounts receivable set forth on the Financial Statements, constitute valid and enforceable claims and are current and collectible in the ordinary course of its abilitybusiness, net of any reserves shown on the Financial Statements (which reserves are adequate and were calculated on a basis consistent with the Accounting Standards), and no further goods or services are required to be provided in order to complete the sales and to entitle the applicable Group Company to collect in full in respect of any such receivables. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any accounts receivable of any Group Company.

Financial Statements. Complete copies of the Company’s unaudited financial statements consisting of the balance sheet sheets of the Company as at December 31 in for the year 2014 fiscal years ended 2024 and 2023 and the related statements of income operations, stockholders’ equity and cash flow for the year years then ended (the “Unaudited Financial Statements”), and unaudited financial statements consisting of the balance sheet of the Company as at July 31, 2015 September 30 and the related statements of income operations, stockholders’ equity and cash flow for the seventh- three month period then ended (the “Interim Financial Statements” and together with the Unaudited Financial Statements, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period periods involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Company, and fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The balance sheet of the Company as of December 31, 2014 2024 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31quarter ended September 30, 2015 2025 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP to the best of its abilityGAAP.

Financial Statements. Complete copies of the Company’s unaudited financial statements consisting of the balance sheet of the Company as at December 31 in each of the year 2014 years 2018, 2019 and 2020 and the related statements of income and retained earnings, stockholders’ equity and cash flow for the year years then ended (the “Unaudited Annual Financial Statements”), and unaudited financial statements consisting of the balance sheet of the Company as at July 31June 30, 2015 2021, and the related statements of income and retained earnings, stockholders’ equity and cash flow for the seventh- six-month period then ended (the “Interim Financial Statements” and together with the Unaudited Annual Financial Statements, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to BuyerParent. The Financial Statements have been prepared to the best of Company’s ability in accordance with GAAP on a modified accrual basis applied on a consistent basis throughout the period periods involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and and, in all cases, the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements)notes. The Financial Statements are based on the books and records of the Company, and fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The balance sheet of the Company as of December 31, 2014 2020 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31June 30, 2015 2021, is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP to the best of its ability.

Financial Statements. Complete (a) The Company has delivered to the Subscriber prior to the date hereof true and complete copies of (a) the Company’s unaudited financial audited consolidated balance sheets and statements consisting of the balance sheet income, members’ equity and cash flows of the Company Group as at December 31 in the year 2014 of and the related statements of income for the year then twelve (12)-month periods ended March 26, 2021, March 25, 2022 and March 31, 2023, together with the auditor’s reports thereon (the “Unaudited Audited Financial Statements”), and (b) the unaudited financial statements consisting of the consolidated balance sheet and statements of income, members’ equity and cash flows of the Company Group as at July of December 31, 2015 and the related statements of income for the seventh- month period then ended 2023 (the “Interim Financial Statements” ”, and together with the Unaudited Audited Financial Statements, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer). The Financial Statements have been were prepared to from the best books and records of Company’s ability the Company (which books and records are true and correct in all material respects) and in accordance with GAAP applied on a consistent basis throughout basis, and fairly present in all material respects the period involvedconsolidated financial position of the Company Group as of the dates thereof and their consolidated results of operations, equity, deficit and cash flows for the periods then-ended (subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (which are not material, individually or in the effect of which will not be materially adverse) aggregate, and the absence of notes footnotes (that, if presented, would not differ materially from those presented included in the Audited Financial Statements). ). (b) The Financial Statements Company Group has established and adhered to a system of internal accounting controls which provides assurance regarding the reliability of financial reporting, that transactions are based on recorded as necessary to permit preparation of financial statements in accordance with GAAP, access to properties and assets is permitted in accordance with management’s general or specific authorization, and that there has never been (i) any significant deficiency or weakness identified in writing by the books and records Company Group’s accountants in any system of internal accounting controls used by the Company Group, (ii) any fraud or other wrongdoing that involves any of the Company, and fairly present in all material respects the financial condition management or other employees of the Company as Group who have a role in the preparation of the respective dates they were prepared and financial statements or the results internal accounting controls used by the Company Group or (iii) any claim or allegation regarding any of the operations of the Company for the periods indicated. The balance sheet of the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP to the best of its abilityforegoing.

Financial Statements. Complete copies The Company has delivered to the Investor an unaudited consolidated balance sheet, statement of operations, statement of stockholders' equity and statement of cash flows at and for the Company’s unaudited nine months ended September 30, 2004, audited consolidated balance sheets, statements of operations, statements of stockholders' equity and statements of cash flows at and for the fiscal years ended December 31, 2003 and December 31, 2002 and drafts of an audited consolidated balance sheet, statement of operations, statement of stockholders' equity and statement of cash flows at for the fiscal year ended December 31, 2004 (the foregoing financial statements consisting of and any notes thereto are hereinafter referred to as the balance sheet of the Company "Financial Statements"). Except as at December 31 set forth in the year 2014 and Schedule of Exceptions: the related statements of income for the year then ended (the “Unaudited Financial Statements”), and unaudited financial statements consisting of the balance sheet of the Company as at July 31, 2015 and the related statements of income for the seventh- month period then ended (the “Interim Financial Statements” and together with the Unaudited Financial Statements, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements in each case have been prepared to the best of Company’s ability in accordance with GAAP generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the period involved, subject, in periods indicated and with each other; the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Company, and fairly present in all material respects respects, the financial condition and operating results of the Company as of the respective dates they were prepared dates, and for the periods, indicated therein, subject to normal year-end audit adjustments in the case of the unaudited Financial Statements; except as set forth in the Financial Statements, the Company has no material liabilities (contingent or otherwise) other than (i) liabilities incurred in the ordinary course of business subsequent to December 31, 2004, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP to be reflected in the Financial Statements, which, in both cases, individually or in the aggregate, are not material to the financial condition or operating results of the operations of Company; and except as disclosed in the Financial Statements, the Company for the periods indicated. The balance sheet is not a guarantor or indemnitor of the Company as any indebtedness of December 31any other person, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”firm or corporation. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP to the best of its abilityGAAP.

Financial Statements. Complete (a) Attached as Section 2.06 of the Disclosure Schedule are true and complete copies of the Company’s unaudited financial statements consisting (x) audited balance sheets of the Company as of December 31, 2002, December 31, 2003 and December 31, 2004 and the related audited statements of operations, statements of capital and statements of cash flows for the fiscal years then ended (including the notes thereto) (the "Audited Financial Statements"), together with a true and complete copy of the reports on such audited information by Ernst & Young, LLP, and all letters from such firm with respect to the results of such audits, (y) the unaudited balance sheet of the Company as at December 31 in the year 2014 of June 30, 2005 and the related statements unaudited statement of income operations and cash flows for the year six months then ended (the “Unaudited "June Financial Statements”), ") and (z) the unaudited financial statements consisting of the balance sheet of the Company as at July 31of September 30, 2015 2005 and the related statements unaudited statement of income operations and cash flows for the seventh- month period nine months then ended (the “Interim "Unaudited Financial Statements” and " and, together with the June Financial Statements and the Audited Financial Statements, the "Financial Statements"). (b) All such Financial Statements (i) were prepared in accordance with GAAP (except with respect to the absence of footnotes to the Unaudited Financial Statements), the “Financial Statements”(ii) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Company, and fairly present in all material respects the financial condition and results of operations of the Company as of the respective dates they were prepared thereof and for the results respective periods covered thereby, subject in the case of the operations Unaudited Financial Statements to normal year-end adjustments, none of which will be material, and (iii) were compiled from Books and Records of the Company for regularly maintained by management and used to prepare the periods indicated. The balance sheet financial statements of the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”Company. The Company has maintained its Books and Records in a manner sufficient to permit the preparation of financial statements in accordance with GAAP. The Company Financial Statements do not include any tangible Assets and Properties that will not continue to be owned by and physically present on Company Property after the Closing Date (except for inventory sold in the Ordinary Course of Business and Excluded Rights). Other than as relate to BHPA or BHR, there are no "off-balance sheet arrangements" (as defined in Item 303(c) of Regulation S-K of the SEC) effected by the Company. Ernst & Young, which has expressed its opinion with respect to the Audited Financial Statements, is and has been throughout the periods covered by such Audited Financial Statements "independent" with respect to the Company within the meaning of Regulation S-X. (c) The Company maintains a standard system internal accounting controls and controls over financial reporting sufficient to provide reasonable assurance that: (i) transactions are executed with management's general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of accounting established and administered its financial statements in accordance with GAAP and to maintain accountability for its assets; (iii) access to its assets is permitted only in accordance with management's general or specific authorization; (iv) the best reporting of its abilityassets 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. Complete Parent has made available to Buyer complete and correct copies of the Company’s unaudited financial statements consisting (i) audited combined and consolidated balance sheets of the balance sheet Business as of the Company as at December 31 in the year 2014 31, 2013 and 2012, and the related combined and consolidated statements of income operations, comprehensive income, cash flows and changes in equity for each of the three years in the period ended December 31, 2013 (the “Audited Financial Statements”), and (ii) the unaudited combined statements of financial position of the Business for the year then six-month period ended as of June 30, 2014, and the related unaudited combined statements of income, comprehensive income, group equity, and cash flows for the six-month period ended as of June 30, 2014 (the “Unaudited Financial Statements”), and unaudited financial statements consisting of the balance sheet of the Company as at July 31, 2015 and the related statements of income for the seventh- month period then ended (the “Interim Financial Statements” ; and together with the Unaudited Audited Financial Statements, the “Financial Statements”) ), true and complete copies of which are included set forth in the Disclosure Schedules/have been delivered to BuyerSchedule 3.06. The Financial Statements (A) have been prepared to the best of Company’s ability from, are in accordance with GAAP applied on a consistent basis throughout the period involvedwith, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on accurately reflect the books and records of Parent in all material respects (except as may be indicated in the Companynotes thereto), and (B) fairly present in all material respects the combined financial condition position and combined results of operations and cash flows of the Company Business as of the respective dates they were prepared and the results of the operations of the Company or for the respective time periods indicated. The balance sheet of the Company as of December 31set forth therein, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered (C) have been prepared in accordance with GAAP to consistently applied (except as may be indicated in the best notes thereto or, in the case of its abilitythe Unaudited Financial Statements, for normal and recurring year-end adjustments). This Section 3.06 is qualified by the fact that the Business has not operated as a separate “stand alone” entity within Parent. As a result, the Business has been allocated certain charges and credits for purposes of the preparation of the Financial Statements, as described in Schedule 3.06. Such allocations of charges and credits do not necessarily reflect the amounts that would have resulted from arms-length transactions or the actual costs that would be incurred if the Business operated as an independent enterprise.

Financial Statements. Complete copies (a) Prior to Closing Seller will deliver to Purchaser (i) an audited balance sheet, statement of income and cash flow statement of Seller as of the Company’s unaudited financial statements consisting of the calendar year ended December 31, 2003, and (ii) an audited balance sheet of the Company as at December 31 in the year 2014 and the related statements sheet, statement of income and cash flow statement of Seller for the year then ended (the “Unaudited Financial Statements”), and unaudited financial statements consisting of the balance sheet of the Company as at July 31, 2015 and the related statements of income for the seventh- eleven-month period then ended November 30, 2004 (the “Interim Financial Statements” and together with the Unaudited Financial Statementscollectively, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on when delivered (i) will be prepared from the books Books and records of the CompanyRecords kept by Seller, in conformity with GAAP consistently applied with prior periods, and (ii) will be complete and correct and fairly present in all material respects the financial condition condition, results of the Company operations, and cash flows of Seller, as of the respective dates they were prepared and the results of the operations of the Company for the periods indicatedindicated therein. The balance sheet books of account, financial data, schedules and other records of Seller, including any of the Company as foregoing delivered or made available to Purchaser or its representatives or Affiliates in connection with the transactions contemplated hereby, have been maintained properly and regularly in accordance with sound business practices and in the course of December 31business of Seller, 2014 is referred to herein as the “Balance Sheet” are accurate and the date thereof as the “Balance Sheet Date” complete and the balance sheet of the Company as of July 31there are no misstatements, 2015 is referred to herein as the “Interim Balance Sheet” mistakes or omissions therein, and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered there have been no transactions involving Seller that properly should have been reflected therein in accordance with GAAP that have not been accurately and completely reflected. The Financial Statements reflect the conduct of the Business in the ordinary course. (b) Except as set forth on Schedule 4.7(b), or as expressly permitted by Section 7.1 of this Agreement, Seller has no Liabilities of any kind, and there are no conditions, situations or circumstances which would reasonably be expected to result in any Liability, except (i) Liabilities reflected in, reserved against or disclosed in the best footnotes of its abilitythe Financial Statements or (ii) Liabilities incurred since November 30, 2004 in the ordinary course of the Business and consistent with the past practice (none of which relates to any breach of contract, breach of warranty, tort, infringement or violation of Law or arose out of any Action, proceeding, claim, complaint, grievance, investigation or unfair labor practice complaint, grievance or investigation). Schedule 4.7(b) lists all Indebtedness of Seller or the Business.

Financial Statements. Complete copies of the Company’s unaudited financial statements consisting of the balance sheet of the Company (a) Except as at December 31 in the year 2014 and the related statements of income for the year then ended (the “Unaudited Financial Statements”), and unaudited financial statements consisting of the balance sheet of the Company as at July 31, 2015 and the related statements of income for the seventh- month period then ended (the “Interim Financial Statements” and together with the Unaudited Financial Statementsnoted on Schedule 4.7, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been prepared to the best of Company’s ability in accordance with GAAP from the books and records of Sellers, consistently applied on a consistent basis throughout the period periods indicated. Except as noted on Schedule 4.7, each balance sheet included in the Financial Statements (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Shareholder as of the date of such balance sheet, and each statement of income and cash flows included in the Financial Statements (including any related notes and schedules) fairly presents in all material respects the consolidated results of operations and changes in cash flows, as the case may be, of Shareholder for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, subject, in the case of the Interim statements of income and cash flows included in the Financial Statements, to (i) the absence of footnotes thereto, (ii) the absence of normal and recurring year-end adjustments and (iii) the effect of which will not be materially adverseother exceptions set forth in Schedule 4.7. (b) and the absence of notes (thatExcept as noted on Schedule 4.7, if presentedupon delivery to Purchaser, would not differ materially from those presented in the Audited Financial Statements). The Statements and the Interim Financial Statements are based on shall have been prepared in accordance with GAAP from the books and records of Sellers, consistently applied throughout the Companyperiods indicated. Except as noted on Schedule 4.7, each of the balance sheet included in the Audited Financial Statements and the balance sheets included in the Interim Financial Statements (including, in each case, the related notes and schedules) shall fairly present in all material respects the consolidated financial condition position of the Company Shareholder as of the respective dates they were prepared date of such balance sheet, and each statement of income and cash flows included in the Audited Financial Statement and the Interim Financial Statements (including, in each case, any related notes and schedules) shall fairly present in all material respects the consolidated results of operations and changes in cash flows, as the operations case may be, of the Company Shareholder for the periods indicated. The balance sheet of the Company as of December 31set forth therein, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in each case in accordance with GAAP consistently applied during the periods involved, subject, in the case of such statements of income and cash flows, to (i) the absence of footnotes thereto, solely with respect to the best Interim Financial Statements, (ii) the absence of its abilitynormal fiscal year-end adjustments, and (iii) the other exceptions set forth in Schedule 4.7. (c) There has been no change in any accounting policy, practice or procedure of Sellers in the past three (3) years, except as required by applicable Law or in accordance with GAAP. (d) Sellers maintain a system of internal controls over financial reporting which provides reasonable assurance regarding the reliability of their financial reporting and preparation of financial statements in accordance with GAAP.

Financial Statements. Complete copies (a) Attached as Schedule 2.4(a) of the Company’s Disclosure Letter are (i) the unaudited financial statements consisting of the combined balance sheet of the Company Business as at of December 31 in 31, 2012 (the year 2014 “Balance Sheet”, and such date, the “Balance Sheet Date”) and the related unaudited combined statements of income profits and losses and cash flows, in each case, for the year twelve-month period then ended (the “Unaudited Financial Statements”)ended, and (ii) the unaudited financial statements consisting of the combined balance sheet of the Company Business as at July of March 31, 2015 2013 and the related unaudited combined statements of income profits and losses and cash flows, in each case, for the seventh- three-month period then ended (the “Interim Financial Statements” and together with the Unaudited Financial Statementsall such financial statements, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer). The Financial Statements have been prepared to fairly present in all material respects the best financial position of Company’s ability the Business as of the dates indicated and the results of operations of the Business for the periods indicated, in accordance with GAAP applied on a consistent basis throughout the periods specified, except as expressly set forth therein and except that the Financial Statements (x) do not contain footnotes and the disclosures required therein and (y) as of and for the three-month period involvedended on March 31, subject, in the case of the Interim Financial Statements, 2013 are subject to normal and recurring year-end adjustments (the effect of which will would not be materially adversematerial). (b) and the absence The Transferred Companies maintain systems of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Company, and fairly present internal accounting controls sufficient in all material respects to enable officers of Rockwood to give the financial condition certifications called for by Rule 13a-14(a) and (b) under the Securities Exchange Act of 1934, as amended. (c) Since the Lookback Date, no director or officer of Parent or of any of the Company as Transferred Companies or, to Parent’s Knowledge, non-officer employee, external auditor, external accountant or similar authorized representative of Parent or any of the respective dates they were prepared and Transferred Companies, has received or otherwise been made aware of any material written complaint, allegation or claim regarding the results accounting or auditing practices, procedures, methodologies or methods of any of the operations Transferred Companies or their respective internal accounting controls, including any material written complaint, allegation or claim that any of the Company for the periods indicated. The balance sheet of the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of Transferred Companies has engaged in questionable accounting established and administered in accordance with GAAP to the best of its abilityor auditing practices.

Financial Statements. Complete Seller has delivered to Buyer copies of the Company’s unaudited following financial statements consisting of the balance sheet of the Company as at December 31 in the year 2014 Seller Entities and the related statements of income for the year then ended Acquired Companies (the “Unaudited Financial Statements”), and unaudited financial statements consisting which Financial Statements are maintained on an accrual basis: (a) Unaudited Balance Sheet dated as of the balance sheet of the Company as at July March 31, 2015 and the related statements of income for the seventh- month period then ended 2024 (the “Interim Financial Statements” Balance Sheet Date”); (b) Unaudited Income Statement for the three-month period ended on the Balance Sheet Date; and (c) Unaudited Balance Sheets and together with Income Statements for the Unaudited Financial Statementsfiscal years ended December 31, the “Financial Statements”) are included 2023 and 2022. Except as set forth in the Disclosure Schedules/have been delivered to Buyer. The Schedule 3.4, such Financial Statements have been (and the monthly financial statements delivered pursuant to Section 5.6 will be) prepared to the best of Company’s ability in accordance with GAAP GAAP, applied on a consistent basis throughout the period involved, subjectperiods indicated. Such Balance Sheets present fairly in all material respects (and, in the case of financial statements delivered pursuant to Section 5.6, will present fairly in all material respects) the Interim Financial Statements, to normal financial condition of each Seller Entity and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records Acquired Company as of the Companydates indicated thereon, and such Income Statements present fairly present in all material respects (and, in the case of financial condition of the Company as of the respective dates they were prepared and statements delivered pursuant to Section 5.6, will present fairly in all material respects) the results of the operations of the each Seller Entity and Acquired Company for the periods indicatedindicated thereon. The balance sheet Except as disclosed on Schedule 3.4, none of the Seller Entities or the Acquired Companies has any material liabilities of any nature (whether accrued, absolute, contingent or otherwise) that are of a type required to be disclosed or reflected in financial statements of a Seller Entity or Acquired Company as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP to except for (i) liabilities reflected or reserved against in the best Financial Statements (including the notes thereto) and (ii) liabilities incurred in the ordinary course of its abilitybusiness since the Balance Sheet Date.

Financial Statements. Complete The Company has previously delivered to Parent true and complete copies of the Company’s unaudited financial following: (a) the audited consolidated balance sheets, statements consisting of the balance sheet income/loss, shareholders’ equity (deficit) and cash flows of the Company as at December 31 in the year 2014 and the related statements of income for the year then ended December 31, 2021 (including, any notes and schedules thereto) (collectively, the “Unaudited Financial StatementsCompany Audited Financials”), and (b) the unaudited financial statements consisting internal balance sheets and statement of the balance sheet income of the Company as at July for the year ended December 31, 2015 and the related statements of income for the seventh- month period then ended 2022 (collectively, the “Interim Financial StatementsCompany Unaudited Financials” and and, together with the Unaudited Financial StatementsCompany Audited Financials, the “Financial StatementsCompany Financials”). Each of the Company Financials (i) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have has been prepared to from, and is in accordance with, the best books and records of the Company’s ability , (ii) was prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the period involved, subjectperiods indicated (except, in the case of the Interim Financial StatementsCompany Unaudited Financials, for the absence of footnotes, statements of shareholders’ equity (deficit) and cash flows, and normal and recurring year-end adjustments (the nature or amount of which adjustments would not reasonably be expected, individually or in the aggregate, to be material)), and (iii) fairly presents in all material respects the consolidated financial position, results of operations, cash flows and changes in shareholders’ equity of the Company as of the respective dates thereof and for the respective periods indicated therein (except that the Company Unaudited Financials do not contain footnotes, statements of shareholders’ equity (deficit) and cash flows and are subject to normal and recurring year-end adjustments (the effect nature or amount of which will not be materially adverse) and the absence of notes (that, if presented, adjustments would not differ materially from those presented reasonably be expected, individually or in the Audited Financial Statementsaggregate, to be material). The Financial Statements are based on the books and records of the Company, and fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The balance sheet of the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP to the best of its ability).

Financial Statements. Complete copies of the Company’s unaudited financial statements consisting of SiTech shall prepare and deliver to Mentor (i) annually, the balance sheet of the Company as at December 31 in the year 2014 and the related statements of income and cash flows of SiTech at and for each fiscal year beginning with the year then ended in which the Effective Date occurs and ending with the year immediately prior to the year in which the Option Notice is delivered (the “Unaudited "Financial Statements”"); (ii) quarterly, and the unaudited financial statements consisting of the balance sheet of the Company as at July 31, 2015 and the related statements of income and cash flows of SiTech for each quarter of each fiscal year beginning with the seventh- month year in which the Effective Date occurs and ending with the quarterly period then ended next preceding the date of the Option Notice (the “"Interim Financial Statements” "); and together (iii) at Mentor's written request, audited Financial Statements for any fiscal year beginning with the Unaudited year in which the Effective Date occurs and for the period beginning with the beginning of the fiscal year in which the Option Notice is given and ending on the date of the Option Notice (the "Audited Financial Statements"). As of the Closing, the internal books and records of SiTech from which the Financial Statements, the “Interim Financial Statements and the Audited Financial Statements are prepared will not contain any information which is false or misleading. All Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer. The , Interim Financial Statements have been and Audited Financial Statements (i) will be prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the such books and records of the Companyrecords; (ii) will be prepared in accordance with SiTech's accounting policies and principles, and will be in accordance with generally accepted accounting principles consistently applied ("GAAP"); and (iii) will present fairly present in all material respects the SiTech's financial condition of the Company as of the respective dates they were prepared position and the results of operations at the operations of the Company dates and for the periods indicated. The balance sheet of the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP to the best of its abilityreflected therein.

Financial Statements. Complete copies of (a) The Company has delivered to the Company’s unaudited financial statements consisting of the Purchaser (i) its audited consolidated balance sheet as of October 31, 2009 and the related audited statements of income, shareholders’ equity and cash flows of the Company for the period then ended, (ii) its audited consolidated balance sheet as at December 31 in of October 31, 2010 (such 2010 balance sheet, the year 2014 “Balance Sheet”) and the related unaudited statements of income income, shareholders’ equity and cash flows of the Company for the year then ended and (the “Unaudited Financial Statements”), and iii) its unaudited financial statements consisting consolidated balance sheets as of the balance sheet of the Company as at July January 31, 2015 2011 and the related unaudited statements of income and cash flows for the seventh- month period three (3) months then ended ended, each as attached to Schedule III (the “Interim Financial Statements” and together with the Unaudited Financial Statementscollectively, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer). The Financial Statements have been prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout Canadian generally accepted accounting principles, consistently applied, and, in all material respects, fairly present the period involvedfinancial position of the Company as of their respective dates, and the results of operations and cash flows of the Company for the respective periods then ended (subject, in the case of the Interim Financial Statementsunaudited interim financial statements, to normal and normal, recurring year-end audit adjustments (which are not expected to be, individually or in the effect of which will not be aggregate, materially adverseadverse to the Company) and to the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statementscomplete notes). The Financial Statements are based on the books and records of the Company, and fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The balance sheet of the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP Canadian generally accepted accounting principles. (b) Except as stated or adequately reserved for in the Balance Sheet provided pursuant to this Section 3.06, the Company does not have any material liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, asserted or unasserted, other than liabilities incurred in the ordinary course of business subsequent to the best date of its abilitythe Balance Sheet, which are not, individually or in the aggregate, material.

Financial Statements. Complete (a) The Seller Disclosure Schedule contains true and complete copies of the Company’s unaudited following financial statements consisting of the balance sheet of the Company as at December 31 in the year 2014 and the related statements of income for the year then ended (the “Unaudited Financial Statements”): (i) balance sheets (the “Balance Sheets”) and statements of operations as of December 31, 2015 (the “Balance Sheet Date”) for each of the Acquired Companies and the Retained Companies (the “Full-Year Financial Statements”); (ii) balance sheets and statements of operations as of March 31, and unaudited financial statements consisting 2016 for each of the Acquired Companies and the Retained Companies; and (iii) balance sheet sheets (the “Interim Balance Sheets”) and statements of operations as of May 31, 2016 (the “Interim Balance Sheet Date”) for each of the Company as at July 31, 2015 Acquired Companies and the related statements of income for the seventh- month period then ended Retained Companies (the “Interim Financial Statements” and together with the Unaudited Financial Statements, the “Financial Statements”). (b) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements are true, complete and correct in all material respects and have been prepared to the best of Company’s ability in all material respects in accordance with GAAP applied on a consistent basis throughout the period periods involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Full-Year Financial Statements). The Financial Statements are based on the books and records of the CompanySeller Group, and fairly present in all material respects the financial condition of the Company Business as of the respective dates they were prepared and the results of the operations of the Company Business for the periods indicated. The balance sheet of Seller maintains with respect to the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains Business a standard system of accounting established and administered internal controls over financial reporting sufficient to produce financial statements that are in accordance with GAAP and adequate to ensure (i) that books, records and accounts accurately and fairly reflect in all material respects, in reasonable detail, the best transactions and dispositions of its abilitythe Business’s assets, (ii) that the integrity of the Business’s financial statements is maintained and (iii) that access to assets is permitted only in accordance with management’s general or specific authorizations.

Financial Statements. Complete copies of the Company’s unaudited financial statements consisting of the The Company has delivered to MiraQuest: (a) balance sheet sheets of the Company as at December 31 in each of the year 2014 years 1998 through 1999, and the related statements of income for the year then ended (the “Unaudited Financial Statements”)income, changes in stockholders' equity, and unaudited financial statements consisting cash flow for each of the fiscal years then ended, and (c) an unaudited balance sheet of the Company as at July March 31, 2015 2000 (the "Interim Balance Sheet") and the related unaudited consolidated statements of income income, changes in stockholders' equity, and cash flow for the seventh- month period three months then ended (ended, including in each case the “Interim Financial Statements” notes thereto. Such financial statements and together with notes fairly present the Unaudited Financial Statementsfinancial condition and the results of operations, changes in stockholders' equity, and cash flow of the “Financial Statements”) are included Company as at the respective dates of and for the periods referred to in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been prepared to the best of Company’s ability such financial statements, all in accordance with GAAP applied on a consistent basis throughout the period involvedGAAP, subject, in the case of the Interim Financial Statementsinterim financial statements, to normal and recurring year-end adjustments (the effect of which will not not, individually or in the aggregate, be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented included in the Audited Financial StatementsBalance Sheet); the financial statements referred to in this Section reflect the consistent application of such accounting principles throughout the periods involved. The Financial Statements No financial statements of any Person other than the Company are based on required by GAAP to be included in the books and records financial statements of the Company. Except as set forth in the Schedule of Exceptions, and fairly present in all material respects the financial condition of the Company as has no liabilities or obligations of any nature (whether known or unknown and whether absolute, accrued, contingent, or otherwise) except for liabilities or obligations reflected or reserved against in the Balance Sheet or the Interim Balance Sheet and current liabilities incurred in the Ordinary Course of Business since the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The balance sheet of the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP to the best of its abilitythereof.

Financial Statements. Complete copies (a) The financial statements lodged by the Company with ASX in accordance with the Listing Rules on February 15, 2008 (i) give a true and fair view of the Company’s unaudited financial statements consisting of the balance sheet position, assets, liabilities and profits and losses of the Company as at December 31 the relevant balance date and are not misleading or deceptive in the year 2014 any material respect and the related statements of income for the year then ended (the ii) present fairly, in accordance with US Generally Accepted Accounting Principles (“Unaudited Financial StatementsGAAP”), and unaudited the financial statements consisting of the balance sheet position of the Company as at July 31of the dates indicated, 2015 and the related statements results of income its operations and cash flows for the seventh- month period then ended (the “Interim Financial Statements” and together periods therein specified consistent with the Unaudited Financial Statementsbooks and records of the Company except that the unaudited interim financial statements, if any, were or are subject to normal and recurring year-end adjustments that are not expected to be material in amount. All financial statements lodged by the “Financial Statements”) are included Company with ASX in accordance with the Disclosure Schedules/have been delivered to Buyer. The Financial Statements Listing Rules, have been prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period involvedperiods therein specified, subject, except as may be disclosed in the case of the Interim Financial Statements, notes to normal such financial statements and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented except as disclosed in the Audited Financial Statements)ASX Documents, as applicable. The Financial Statements are based other financial information contained in the ASX Documents has been prepared on a basis consistent with the books and records financial statements of the Company. As of their respective dates, and fairly present the financial statements of the Company included in the ASX Documents complied as to form in all material respects with applicable accounting requirements and published rules and regulations of the financial condition ASX with respect thereto. (b) Except as set forth in any ASX Documents or Schedule 1 hereto, there are no obligations of the Company as of the respective dates they were prepared and the results of the operations to officers, directors, stockholders or employees of the Company or its subsidiaries other than (i) for the periods indicated. The balance sheet payment of salary for services rendered and for bonus payments; (ii) reimbursements for reasonable expenses incurred on behalf of the Company as Company; and (iii) for other standard employee benefits made generally available to all employees (including stock option agreements outstanding under any stock option plan approved by the Board of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet Directors of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP to the best of its abilityCompany).

Financial Statements. Complete copies (i) Each of the Company’s unaudited consolidated financial statements consisting of the balance sheet of (including, in each case, any related notes and schedules thereto) contained in the Company as at December 31 in the year 2014 and the related statements of income for the year then ended SEC Documents (the “Unaudited Financial Statements”), and unaudited financial statements consisting of the balance sheet of the Company as at July 31, 2015 and the related statements of income for the seventh- month period then ended (the “Interim Financial Statements” and together with the Unaudited Financial Statements, the “Financial Statements”): (A) are included complied as to form in all material respects with the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been published rules and regulations of the SEC with respect thereto as of their respective dates; (B) was prepared to from, and in accordance with, the best books and records of the Company’s ability ; (C) was prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the period involvedperiods involved (except as may be indicated in the notes thereto and, in the case of unaudited interim Financial Statements, as may be permitted by the SEC for Quarterly Reports on Form 10-Q); and (D) fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries at the respective dates thereof and the consolidated results of the Company’s operations and cash flows for the periods indicated therein, subject, in the case of the Interim unaudited interim Financial Statements, to normal and recurring year-end audit adjustments as permitted by GAAP and the applicable rules and regulations of the SEC (the effect of which will not be materially adverse). (ii) and Neither the absence Company nor any of notes its Subsidiaries has any material liabilities or obligations of any nature (thatwhether accrued, if presentedabsolute, would not differ materially from those presented contingent or otherwise), except for liabilities or obligations (A) that were incurred after January 31, 2012 in the Audited Financial Statements). The ordinary course of business consistent with past practice, or (B) that were set forth on the Company’s unaudited balance sheet as of January 31, 2012 (including the related notes thereto) included in the Financial Statements are based on in the books and records of Company SEC Documents prior to the Company, and fairly present in all material respects the financial condition date hereof. (iii) Section 4.04(b)(iii) of the Company as of the respective dates they were prepared Disclosure Letter lists all receivables or other assets that have arisen since January 31, 2012 and the results of the operations of have not been included in the Company for the periods indicated. The balance sheet of SEC Documents, in each case relating to any payment due or alleged to be due to the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP to the best or any of its abilitySubsidiaries pursuant to any indemnification or related provisions under the PGI Agreement.

Financial Statements. Complete (a) Schedule 4.2(a) sets forth true and complete copies of (i) the Company’s unaudited financial statements of the Business, consisting of the balance sheet net assets of the Company Business as at December 31 of September 30 in each of the year 2014 years 2020, 2021 and 2022, (ii) the related unaudited consolidated statements of income of the Business for the year twelve (12)-month period then ended (the “Unaudited Financial Statements”), and as well as the unaudited financial statements consisting net assets of the balance sheet of the Company Business as at July March 31, 2015 2023 and the related unaudited consolidated statements of income for the seventh- 6-month period then ended (the “Interim Financial Statements” and and, together with the Unaudited Financial Statements, the “Financial Statements”) are included ), in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been prepared each case including certain financial items related exclusively to the best of Company’s ability in accordance with GAAP applied Products. Except as set forth on Schedule 4.2(a), the Financial Statements, which have not been audited, subject to a consistent basis throughout the period involved, subjectreserve for excess and obsolete inventory and, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect none of which will not adjustments would, individually or in the aggregate, be materially adversematerial in nature of amount) and the absence of notes (thati) fairly present in all material respects the financial condition of the Business; (ii) were prepared with due care and attention in good faith in accordance with the Basis of Preparation; (iii) prepared from the books and records underlying the Seller’s financial statements, if presented, would not differ materially from those presented which are in accordance with GAAP; and (iv) unless otherwise stated in the Audited Financial StatementsBasis of Preparation are consistent with the accounting principles, policies, practices, and methodologies used in the preparation of the Seller’s financial statements. Except as set forth on Schedule 4.2(a). The , the Financial Statements are based on were prepared from the books and records of the Company, Selling Parties and fairly present in all material respects the financial condition of the Company Business as of the respective dates they were prepared and the financial condition and results of the operations of the Company Business for the periods indicated. The balance sheet net assets of the Company Business dated as of December 31September 30, 2014 2022 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and ”. (b) No Selling Party has any liabilities with respect to the Business of a type required to be reflected on a balance sheet prepared in accordance with GAAP, except (i) those which are adequately reflected or reserved against in the Balance Sheet as of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system , (ii) those arising under any Material Contract in the ordinary course of accounting established business consistent with past practice or (iii) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and administered which are not, individually or in accordance with GAAP to the best of its abilityaggregate, material in amount.

Financial Statements. Complete The Company has delivered to DoveBid, attached -------------------- hereto as Exhibit A, copies of of: (a) the Company’s unaudited financial statements consisting of the 's compiled balance sheet as of the Company as at --------- December 31 in the year 2014 31, 1998, and the related statements Company's compiled balance sheets as of December 31, 1999 and March 31, 2000, respectively (the "Balance Sheets") and (b) the Company's compiled income statement and statement of cash flows for the year then twelve months ended December 31, 1998, and the Company's unaudited income statements and statement of cash flows for the twelve month period ended December 31, 1999 and the three month period ended March 31, 2000, respectively (together, with the “Unaudited Balance Sheets and the Closing Balance Sheet, the "Financial Statements”), and unaudited financial statements consisting of the balance sheet of the Company as at July 31, 2015 and the related statements of income for the seventh- month period then ended (the “Interim Financial Statements” and together with the Unaudited Financial Statements, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements"). The Financial Statements (a) are based on in accordance with the books and records of the Company, (b) fairly present the financial condition of the Company and its subsidiaries at the date therein indicated and the results of operations for the period therein specified (except for the unaudited balance sheet dated as of March 31, 2000, and the unaudited income statements and statement of cash flows for the three month period ended March 31, 2000, which fairly present in all material respects the financial condition of the Company as of and its subsidiaries at the respective dates they were prepared date therein indicated and the results of the operations of the Company for the periods indicated. The balance sheet of the Company as of December 31period therein specified) and (c) have been prepared in accordance with GAAP, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”applied on a consistent basis with prior periods. The Company maintains a standard system (including its subsidiaries) has no debt, liability or obligation of accounting established any nature, whether accrued, absolute, contingent or otherwise, and administered whether due or to become due, that is not reflected or reserved against in the Financial Statements and the Closing Liabilities Schedule, other than such liabilities and obligations which (i) are not required to be reflected on the Balance Sheet in accordance with GAAP this Section 2.8, (ii) were incurred in the ordinary course of the Company's business consistent with past practice, and (iii) are not material in amount to the best of Company or its abilityfinancial condition, assets or business.

Financial Statements. Complete (a) The Company has prior to the date of this Agreement made available to the SPAC true, complete and correct copies of the Company’s unaudited financial statements consisting of the audited balance sheet of the Company as at of December 31 in the year 2014 31, 2020 and December 31, 2021, and the related audited statements of income operations and comprehensive loss, cash flows and stockholders’ equity of the Company for each of the year years then ended (collectively, the “Unaudited Audited Financial Statements”), and unaudited financial statements consisting which are attached as Section 4.07(a) of the Company Disclosure Schedule, and which contain an unqualified report thereon of the Company’s auditors. Each of the Audited Financial Statements (including the notes thereto) (i) was prepared in accordance with 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), (ii) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company as at the date thereof and for the period indicated therein, except as otherwise noted therein, and (iii) was audited in accordance with the standards of the PCAOB. (b) The Company has prior to the date of this Agreement made available to the SPAC a true, complete and correct copy of the unaudited balance sheet of the Company as at July of March 31, 2015 and the related statements of income for the seventh- month period then ended 2022 (the “Interim Financial Statements” Balance Sheet”), and together with the Unaudited Financial Statementsrelated unaudited statements of operations and comprehensive loss and cash flows of the Company for the three-month period then ended, which are attached as Section 4.07(b) of the “Financial Statements”) are included in the Company Disclosure Schedules/have been delivered to BuyerSchedule. The Financial Statements have been Such unaudited financial statements were prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period involvedperiods indicated (except for the omission of footnotes and subject to year-end adjustments, subjectnone of which are individually or in the aggregate material) and fairly present, in all material respects, the case financial position, results of operations and cash flows of the Interim Financial StatementsCompany as at the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments (the effect none of which will not be materially adverseare individually or in the aggregate material) and the absence of notes notes. (that, if presented, would not differ materially from those presented in c) Except as and to the extent set forth on the Audited Financial Statements). The Financial Statements are based and the Interim Balance Sheet, the Company has no liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with GAAP, except for (i) liabilities that were incurred in the books ordinary course of business since the date of such Interim Balance Sheet, (ii) obligations for future performance under any contract to which the Company is a party or (iii) liabilities and records obligations which would not have a Company Material Adverse Effect. (d) Since December 31, 2019 (i) neither the Company nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or Representative of the Company, and fairly present in all material respects has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the financial condition knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company as 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 (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the respective dates they were prepared and chief executive officer, chief financial officer, general counsel, the results Company Board or any committee thereof. (e) To the knowledge of the operations Company, no employee of the Company for has provided or is providing information to any law enforcement agency regarding the periods indicatedcommission or possible commission of any crime or the violation or possible violation of any Law. The balance sheet None of the Company as of December 31or, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet knowledge of the Company as any officer, employee, contractor, subcontractor or agent of July 31the Company has discharged, 2015 is referred to herein as 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 payable of the Company reflected on the Interim Balance Sheet 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 the date of the Interim Balance Sheet” and , the date thereof as Company has not altered in any material respects its practices for the “Interim Balance Sheet Date”. The Company maintains a standard system payment of accounting established and administered in accordance with GAAP to such accounts payable, including the best timing of its abilitysuch payment.

Financial Statements. Complete copies 6.7.1 MMI Holdings shall deliver to Stream International: (a) no later than December 31, 1997, the MMI Balance Sheet; (b) within 90 days after the end of the Company’s unaudited financial statements consisting each fiscal year of the MMI Holdings, an audited balance sheet of the Company MMI Holdings as at December 31 in the end of such year 2014 and the related audited statements of income and of cash flows of MMI Holdings for such year, certified by certified public accountants of established national reputation selected by MMI Holdings, and prepared in accordance with GAAP; and (c) within 45 days after the year then ended (end of each fiscal quarter of MMI Holdings, an unaudited balance sheet of MMI Holdings as at the “Unaudited Financial Statements”)end of such quarter, and unaudited financial statements consisting of the balance sheet of the Company as at July 31, 2015 and the related statements of income and of cash flow of MMI Holdings for such fiscal quarter and for the seventh- month period current fiscal year to the end of such fiscal quarter. 6.7.2 The foregoing financial statements shall be prepared on a consolidated basis if MMI Holdings then ended (the “Interim Financial Statements” and together with the Unaudited Financial Statements, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyerhas any subsidiaries. The Financial Statements financial statements delivered pursuant to clauses (a) and (b) of Section 6.7.1 shall be accompanied by a certificate of the chief financial officer of MMI Holdings stating that such statements have been prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout (except as noted) and fairly present the period involvedfinancial condition and, subjectwith respect to the financial statements described in clause (b), results of operations of MMI Holdings at the date thereof and for the periods covered thereby, except that the financial statements may not be in accordance with GAAP because of the absence of footnotes normally contained therein and are subject to normal year- end audit adjustments which in the case aggregate will not be material. 6.7.3 MMI Holdings' obligations under clauses (b) and (c) of Section 6.7.1 shall terminate upon the earliest of (i) the sale of all or substantially all of the Interim Financial Statementsassets of MMI or MMI Holdings, (ii) the sale of all or substantially all of the outstanding shares of capital stock of MMI Holdings or MMI (by merger, purchase or otherwise Holdings or MMI but in no event including any transaction required to effect the Distribution) or (iii) the consummation of an initial public offering of equity securities of MMI registered under the Securities Act of 1933, as amended. 6.7.4 Stream International shall deliver to MMI Holdings, no later than December 31, 1997, the Stream International Balance Sheet, which shall be accompanied by a certificate of the chief financial officer of Stream International stating that such balance sheet has been prepared in accordance with GAAP (except as noted) and fairly presents the financial condition of Stream International as of the date thereof, except that the balance sheet may not be in accordance with GAAP because of the absence of footnotes normally contained therein and are subject to normal and recurring year-end adjustments (which in the effect of which aggregate will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Company, and fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The balance sheet of the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP to the best of its abilitymaterial.

Financial Statements. Complete copies (a) As used herein, the term “Company Financials” means the (i) unaudited consolidated financial statements of the Company’s unaudited financial statements Company (including, in each case, any related notes thereto), consisting of the consolidated unaudited balance sheets of the Company as of December 31, 2021 and December 31, 2022, and the related consolidated unaudited income statements, changes in stockholder equity and statements of cash flows for the fiscal years then ended, and (ii) the unaudited financial statements, consisting of the consolidated balance sheet of the Company as at December 31 in the year 2014 and the related statements of income for the year then ended (the “Unaudited Financial Statements”), and unaudited financial statements consisting of the balance sheet of the Company as at July March 31, 2015 and the related statements of income for the seventh- month period then ended 2023 (the “Interim Financial Statements” and together with the Unaudited Financial Statements, the “Financial StatementsBalance Sheet Date”) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence related consolidated income statement, changes in stockholder equity and statement of notes cash flows for the three (that, if presented, would not differ materially from those presented in 3) months then ended. True and correct copies of the Audited Financial Statements)Company Financials have been provided to the Purchaser. The Financial Statements are based on Company Financials (i) accurately reflect the books and records of the CompanyCompany as of the times and for the periods referred to therein, (ii) were prepared in accordance with GAAP, consistently applied throughout and among the periods involved (except that the unaudited statements exclude the footnote disclosures and other presentation items required for GAAP and exclude year-end adjustments which will not be material in nature or amount), and (iii) fairly present in all material respects the consolidated financial condition position of the Company as of the respective dates they were prepared thereof and the consolidated results of the operations and cash flows of the Company for the periods indicated. The balance sheet Company has not been subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act. The Audited Financial Statements, when delivered in accordance with Section 6.26, will (X) accurately reflect the books and records of Company as of the times and for the periods referred to therein, (Y) have been prepared in accordance with GAAP, consistently applied throughout and among the periods involved (except that the unaudited statements exclude the footnote disclosures and other presentation items required for GAAP and exclude year-end adjustments which will not be material in nature or amount ), and (Z) fairly present in all material respects the consolidated financial position of the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” respective dates thereof and the date thereof as consolidated results of the “Balance Sheet Date” operations and the balance sheet cash flows of the Company as of July 31, 2015 is referred to herein as for the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP to the best of its abilityperiods indicated.

Financial Statements. Complete copies (a) Sellers have provided to Buyer a correct and complete copy of the Company’s unaudited audited consolidated financial statements consisting of the balance sheet (including any related notes thereto) of the Company as at December 31 in the year 2014 and the related statements of income its Subsidiary for the year then fiscal years ended December 31, 2005 and December 31, 2006 (the “Unaudited Audited Financial Statements”), and unaudited financial statements consisting of the balance sheet of the Company as at July 31, 2015 and the related statements of income for the seventh- month period then ended (the “Interim Financial Statements” and together with the Unaudited Financial Statements, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer. The Audited Financial Statements have been were prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period involvedperiods involved (except as may be indicated in the notes thereto), subjectand each fairly presents in all material respects the financial position of the Company and its Subsidiary at the respective dates thereof and the results of its operations and cash flows for the periods indicated. (b) Sellers have provided to Buyer a correct and complete copy of the unaudited consolidated financial statements (including, in the case each case, any related notes thereto) of the Interim Company and its Subsidiary for the quarterly period ended December 31, 2007 (the “Unaudited Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements”). The Unaudited Financial Statements are based were prepared in accordance with GAAP applied on a consistent basis throughout the books and records of periods involved (except as may be indicated in the Companynotes thereto), and fairly present in all material respects the financial condition position of the Company and its Subsidiary at the date thereof and the results of its operations and cash flows for the period indicated, except that such statements do not contain notes and are subject to normal adjustments that are not expected to have a Material Adverse Effect on the Company. (c) Since January 1, 2004, the books of account, minute books, membership interest or stock certificate books and membership interest or stock transfer ledgers and other similar books and records of the Company and its Subsidiaries have been maintained in accordance with good business practice, are complete and correct in all material respects and there have been no material transactions that are required to be set forth therein and which are not so set forth. (d) Except as otherwise noted in the Audited Financial Statements or the Unaudited Financial Statements, or as set forth in Schedule 2.7(d), the accounts and notes receivable of the Company and its Subsidiaries reflected on the balance sheets included in the Audited Financial Statements and the Unaudited Financial Statements (i) arose from bona fide transactions in the ordinary course of business and are payable on ordinary trade terms, (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 except to the extent set forth in such balance sheet contained therein, and (iv) except as set forth in Schedule 2.7(d), are not the subject of any actions or proceedings brought by or on behalf of the Company or any of its Subsidiaries. (e) Significant deficiencies in the financial reporting of the Company and its Subsidiaries which are reasonably likely to materially and adversely affect the ability to record, process, summarize and report financial information, and any fraud whether or not material that involves management or other employees who have a significant role in financial reporting, have been adequately and promptly disclosed to the independent accountants and management of the Company as required by applicable Legal Requirements. (f) Sellers have provided to Buyer a complete and correct copy of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The unaudited balance sheet of the Company as of December 31, 2014 is referred 2007. As part of the recording of the purchase of production materials for its customers, the Company records entries to herein its balance sheet to record the receivable from such customer, as well as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet associated liability to its vendor. As of December 31, 2007, all such entries are fully reconciled such that upon closing of all of the projects included in these accounts, the Company as will not realize an expense in excess of July 31, 2015 is referred $50,000.00 to herein as be recognized in the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP to the best of its abilityCompany’s income statement.

Financial Statements. Complete and correct copies of the Company’s unaudited following financial statements consisting of the balance sheet of the Company are attached as at December 31 in the year 2014 and the related statements of income for the year then ended SCHEDULE 2.5: (the “Unaudited Financial Statements”), and unaudited financial statements consisting of the balance sheet of the Company as at July 31, 2015 and the related statements of income for the seventh- month period then ended (the “Interim Financial Statements” and together with the Unaudited Financial Statements, the “Financial Statements”i) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Company, and fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The balance sheet sheets of the Company as of December 31, 2014 is referred to herein as 1997 (the “Balance Sheet” and the date thereof as the “"Balance Sheet Date” ") and any related statements of operations, stockholder's equity and cash flows for the three-year period then ended, together with any related notes and schedules (the "Year-end Financial Statements"); and (ii) The balance sheet (the "Interim Balance Sheet") of the Company as of July 31June 30, 2015 is referred to herein as the “Interim Balance Sheet” 1998 and the date thereof related statements of operations for the six-month period then ended (the "Interim Financial Statements"). (The Year-end Financial Statements and the Interim Financial Statements are herein collectively called the "Financial Statements".) Except as set forth on SCHEDULE 2.5, the “Interim Balance Sheet Date”Year-end Financial Statements have been prepared from the books and records of the Company in conformity with generally accepted accounting principles applied on a basis consistent with preceding years and throughout the periods involved ("GAAP"), and present fairly in all material respects the financial position and results of operations of the Company as of the dates of such statements and for the periods covered thereby. The books of account of the Company maintains a standard system have been kept accurately in all material respects in the ordinary course of accounting established business, the transactions entered therein represent bona fide transactions, and administered the revenues, expenses, assets and liabilities of the Company have been properly recorded therein in accordance with GAAP all material respects. Except as set forth on SCHEDULE 2.5, to the best knowledge of its abilitythe Stockholders, the Interim Financial Statements have been prepared from the books and records of the Company in conformity with GAAP, subject to changes resulting from normal period-end adjustments for recurring accruals (which will not be material individually or in the aggregate) and to the absence of footnote disclosure and other presentation items, and present fairly in all material respects the financial position and results of operations of the Company as of the dates of such statements and for the periods covered thereby. The Stockholders do not represent or warrant, and the foregoing representation shall not be deemed to constitute a representation or warranty, that any one or more of the accruals, reserves or other adjustments to the Interim Financial Statements made in connection with the recent review thereof are correct or appropriate; however, to the best knowledge of the Stockholders, such accruals, reserves and other adjustments, in the aggregate, are not inaccurate or inappropriate.

Financial Statements. Complete copies of (a) The Company has made the Company’s unaudited financial statements consisting of Financial Statements available to the balance sheet of the Company as at December 31 in the year 2014 and the related statements of income for the year then ended (the “Unaudited Financial Statements”), and unaudited financial statements consisting of the balance sheet of the Company as at July 31, 2015 and the related statements of income for the seventh- month period then ended (the “Interim Financial Statements” and together with the Unaudited Financial Statements, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Company, periods covered thereby and fairly present in all material respects the financial condition condition, results of operations and cash flows of the Company as of the respective dates they were prepared thereof and for the results periods referred to therein and are consistent with the books and records of the operations Company; provided, however, that the Financial Statements referred to in clause (b) of the definition of such term are subject to normal recurring year-end adjustments, which will not be material, taken as a whole, in amount or effect, and do not include footnotes. Since the beginning of the period covered by the Financial Statements, there has been no change in any accounting policies, principles, methods or practices, including any change with respect to reserves (whether for bad debts, contingent Liabilities or otherwise), of the Company. No audit firm has ever declined or indicated its inability to issue an opinion with respect to any financial statements of the Company. (b) The Company has at all times since January 1, 2009 (i) made and kept materially accurate books and records and (ii) maintained, enforced and complied with internal accounting controls that have provided reasonable assurance that (A) transactions are (and have been) executed in accordance with management’s authorization, (B) transactions are (and have been) recorded as necessary to permit preparation of the Company’s financial statements and to maintain accountability for its assets, (C) access to the Company’s assets is (and has been) permitted only in accordance with management’s authorization, and (D) the reported accountability for the Company’s assets is (and has been) compared with existing assets at reasonable intervals. During the periods covered by the Financial Statements, there has been (i) no significant deficiency or material weakness in the design or operation of the Company’s internal controls over financial reporting adversely affected the Company’s ability to record, process, summarize and report financial information during any of the periods covered by the Financial Statements, (ii) no fraud, whether or not material, involving any member of the Company’s Board of Directors or management or any other employee of the Company for who has a significant role in the periods indicated. The balance sheet Company’s internal control over financial reporting and (iii) no claim or allegation regarding any of the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP to the best of its abilityforegoing.

Financial Statements. Complete copies of the Company’s unaudited The following financial statements consisting of the balance sheet of the Company as at December 31 in the year 2014 and the related statements of income for the year then ended (the “Unaudited Financial Statements”), and unaudited financial statements consisting of the balance sheet of the Company as at July 31, 2015 and the related statements of income for the seventh- month period then ended (the “Interim Financial Statements” and together with the Unaudited Financial Statements, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of Investors by the Company, and fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The : reviewed balance sheet sheets of the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” 1995, December 31, 1996 and the date thereof as the “Balance Sheet Date” and the unaudited balance sheet as of December 31, 1997, and reviewed statements of income and cash flows of the Company for the fiscal years ended December 31, 1995 and December 31, 1996 and unaudited statements of income and cash flow for the year ending December 31, 1997 (collectively, the "FINANCIAL STATEMENTS"). Copies of the Financial Statements are included in the Disclosure Schedule hereto. The Financial Statements, including the Financial Statements as of and for the year ending December 31, 1997 (the "MOST RECENT FINANCIAL STATEMENTS"), have been prepared in accordance with GAAP, except as specifically set forth in the Rose▇ ▇▇▇▇▇▇▇ ▇▇▇p▇▇ ▇▇▇▇▇▇ & ▇ompany LLP memorandum included in the Disclosure Schedule hereto (the "GAAP EXCEPTIONS MEMO"). The Financial Statements (including the notes thereto) have been prepared on a consistent basis throughout the periods indicated and fairly present the financial position, results of operations and changes in financial position of the Company as of July the indicated dates and for the indicated periods and are consistent with the books and records of the Company (which books and records are correct and complete). Since the date of the last of such Financial Statements, the Company has no Material liabilities required by GAAP to be reflected on the Company's balance sheet or notes thereto that are not so reflected in the Financial Statements except as set forth in the GAAP Exceptions Memo, nor any other obligations (whether absolute, contingent, or otherwise) which are (individually or in the aggregate) Material (in amount or to the conduct of the Business); and neither the Company nor Shareholders have Knowledge of any basis for the assertion of any such Material liability or obligation. Since December 31, 2015 is referred to herein as 1997, the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP to the best of its abilityhas not experienced any Material Adverse Change.

Financial Statements. Complete copies (a) Schedule 4.6(a) of the Company’s unaudited Disclosure Schedule contains the following financial statements consisting of the balance sheet of the Company as at December 31 in the year 2014 and the related statements of income for the year then ended (the “Unaudited Financial Statements”), and unaudited financial statements consisting of the balance sheet of the Company as at July 31, 2015 and the related statements of income for the seventh- month period then ended (the “Interim Financial Statements” and together with the Unaudited Financial Statementscollectively, the “Financial Statements”): (i) are included audited balance sheet of the Company (including the notes thereto, the “2006 Balance Sheet”) at December 31, 2006 (the “Balance Sheet Date”), and the related audited statements of income, changes in stockholders’ equity and cash flow for the fiscal year then ended, together with the report thereon of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ PLLC, independent certified public accountants, and (ii) an unaudited balance sheet of the Company at September 30, 2007 (the “Interim Balance Sheet”) and the related unaudited statements of income, changes in stockholders’ equity and cash flow for the nine (9) months then ended, including in each case the notes thereto. (b) Subject to Schedule 4.6(b) of the Disclosure Schedules/have been delivered to Buyer. The Schedule, the Financial Statements have been prepared and notes fairly present the financial condition and the results of operations, changes in stockholders’ equity and cash flow of the Company at the respective dates of and for the periods referred to the best of Company’s ability in such Financial Statements, all in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout during the period involvedperiods presented, subject, in the case of the Interim Financial Statementsunaudited financial statements, to normal and recurring year-end adjustments (the effect of which will not not, individually or in the aggregate, be materially adversematerial in amount or effect) and the absence of notes (that, if presented, would not differ materially from those presented included in the Audited Financial Statements2006 Balance Sheet). The As of their respective dates, the Financial Statements did not, and any financial statements subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not materially misleading. (c) Subject to Schedule 4.6(c) of the Disclosure Schedule, the Financial Statements were compiled from and are based on in accordance with the books and records of the Company. The books and records (including the books of account, minute books, stock record books and fairly other records) of the Company, all of which have been made available to Parent, are true and complete in all material respects, have been maintained in accordance with sound business practices and accurately present and reflect in all material respects the financial condition all of the Company as transactions and actions therein described. At the Closing, all of those books and records shall be in the possession of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The balance sheet of the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP to the best of its abilityCompany.

Financial Statements. Complete copies of the Company’s unaudited audited financial statements consisting of the balance sheet of the Company 17173 Business as at December 31 in each of the year 2014 years 2009 and 2010 and the related statements of income for the year years then ended (the “Unaudited Audited Financial Statements”), and unaudited financial statements consisting of the balance sheet of the Company 17173 Business as at July 31September 30, 2015 2011 and the related statements of income for the seventh- nine month period then ended (the “Interim Financial Statements” and together with the Unaudited Audited Financial Statements, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyerthe Buyers. The Financial Statements have been prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Company17173 Business, have been prepared as if the structure of the 17173 Business as of the Closing Date had been in existence throughout the periods presented, and fairly present present, in all material respects respects, the financial condition of the Company 17173 Business as of the respective dates they were prepared and the results of the operations of the Company 17173 Business for the periods indicated. The balance sheet of the Company 17173 Business as of December 31September 30, 2014 2011 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and ”. (a) To the balance sheet Knowledge of the Company as Sellers, the 17173 Business has no Liabilities except for (i) the Liabilities of July 31the type not required under the GAAP to be disclosed on a balance sheet, 2015 is referred to herein as (ii) the “Interim Liabilities set forth in the Balance Sheet” and Sheet that have not been satisfied since the date thereof as the “Interim Balance Sheet Date, and (iii) current liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with its past practices and which do not exceed US$200,000 in the aggregate. (b) All of the Inventory is valued at the lower of cost or market, the cost thereof being determined on a first-in, first-out basis, except as disclosed in the Financial Statements. Section 4.04(b) of the Disclosure Schedules is an accurate summary of the Inventory as of the Balance Sheet Date (the “Inventory Summary”). The Company maintains To the Knowledge of the Sellers, except as disclosed on Section 4.04(b) of the Disclosure Schedules, all of the Inventory reflected in the Inventory Summary and all such Inventory acquired since the Balance Sheet Date consist of items of a standard system quality and quantity useable and saleable in the ordinary course of accounting established business within a reasonable period of time at normal profit margins. To the Knowledge of the Sellers, except as disclosed on Section 4.04(b) of the Disclosure Schedules, (i) none of the Inventory (whether parts/raw materials, work-in-process or finished goods) reflected in the Inventory Summary and administered in accordance with GAAP (ii) none of the Inventory acquired after the Balance Sheet Date is obsolete or otherwise not saleable within a twelve-month period (and to the best extent obsolete or otherwise not saleable, has been written off or written down to net realizable value in the Financial Statements or on the accounting records of its abilitythe Sellers as of the Closing Date, as the case may be). To the Knowledge of the Sellers, all of the Inventory (whether parts/raw materials, work-in-process or finished goods) reflected in the Inventory Summary and all such Inventory acquired after the Balance Sheet Date are of such quality as to meet or exceed the internal standards of the 17173 Business and any applicable governmental quality control standards. To the Knowledge of the Sellers, the Inventory levels with respect to the 17173 Business are not excessive and have been maintained at the levels required for the operation of the 17173 Business as conducted prior to and as of the date hereof and as of the Closing. (c) To the Knowledge of the Sellers, all of the Accounts Receivable represent amounts receivable for merchandise actually delivered or services actually provided (or, in the case of non-trade accounts representing amounts receivable in respect of other bona-fide business transactions), have arisen from bona-fide transactions in the ordinary course of business, and are not subject to any defenses, counterclaims or offsets and have been billed and are due and fully collectible within the Sellers’ ordinary terms, which are reasonable and consistent with industry practices. To the Knowledge of the Sellers, no further goods or services are required to be provided in order to entitle the applicable Seller to collect in full in respect of any such Accounts Receivables. To the Knowledge of the Sellers, all such receivables are fully collectible, without any setoff, in the ordinary course of business (but in any event within ninety (90) days after the day on which it first becomes due and payable), except to the extent of a reserve reflected on the Financial Statements (which reserves are adequate and calculated consistent with past practice, and at Closing, will not represent a greater percentage of the Accounts Receivables than the reserve as of the Balance Sheet Date and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging), and none of such receivables represent intercompany or related party transactions. To the Knowledge of the Sellers, there are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Accounts Receivable. None of the Accounts Receivables (i) has been due for more than sixty (60) days, (ii) to the Knowledge of the Sellers, is payable by an account debtor that is insolvent or bankrupt or (iii) has been pledged to any third party by any Seller. Section 4.04(c) of the Disclosure Schedules sets forth a complete and accurate list of all Accounts Receivable outstanding as of the Balance Sheet Date.

Financial Statements. Complete (a) Attached hereto as Schedule 4.6 are copies of (i) the Company’s unaudited financial statements consisting audited balance sheet for the Company on a consolidated basis with the Subsidiaries as of ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) the interim balance sheet for the Company on a consolidated basis with the Subsidiaries (the "Reference Balance Sheet") as of in the case of the balance sheet U.S. operations, September 27, 1997 and, in the case of the European operations, September 30, 1997 (the "Reference Balance Sheet Date"), (iii) the audited statements of operations (including the profit and loss and income statements) for the Company as at December 31 in on a consolidated basis with the Subsidiaries for the fiscal year 2014 ended March 29, 1997, and (iv) interim Statements of Operations for the Company on a consolidated basis with the Subsidiaries ("Reference Statement of Operations"). Each of the Reference Balance Sheet and the related statements Reference Statement of income for the year then ended (the “Unaudited Financial Statements”), Operations is attached hereto as part of Schedule 4.6 and unaudited financial statements consisting of the balance sheet of the Company as at July 31, 2015 and the related statements of income for the seventh- month period then ended (the “Interim Financial Statements” and together has been prepared in conformity with the Unaudited Financial Statements, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period involved, Accounting Principles and fairly present (subject, in the case of the Interim Financial Statementsunaudited statements, to normal and recurring year-end adjustments (the effect audit adjustments, none of which will not were or are expected, individually or in the aggregate, to be materially adversematerial in amount) the consolidated financial position of the Company and its Subsidiaries as at the dates thereof and the absence consolidated results of notes their operations for the periods then ended. (that, if presented, would not differ materially from those presented b) Except for liabilities or obligations reflected or reserved against in the Audited Financial Statements). The Financial Statements are based on Reference Balance Sheet or reflected in the books and records Schedules hereto, to the knowledge of the Company, and fairly present in all neither the Company nor any of the Subsidiaries has any material respects liabilities, whether absolute, accrued, contingent or otherwise, that would be required by the financial condition Accounting Principles to be reflected on the balance sheets of the Company as of the respective dates they were prepared and the results Subsidiaries, that is not reflected or reserved against in the Reference Balance Sheet or the Schedules hereto, except for liabilities or obligations incurred in the ordinary course of business consistent with past practice since the operations of the Company for the periods indicated. The balance sheet of the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Reference Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP to the best of its ability.

Financial Statements. Complete copies of the Company’s (i) The unaudited financial statements consisting of the consolidated balance sheet of the Company Business as at December 31 in the year 2014 31, 2002, December 31, 2003, and December 31, 2004, and the related unaudited consolidated statements of income for the year then ended (the “Unaudited Financial Statements”), results of operations and unaudited financial statements consisting cash flows of the balance sheet of the Company as at July 31Business, 2015 and the related statements of income for the seventh- month period then ended (the “Interim Financial Statements” and together with the Unaudited Financial Statements, all related notes and schedules thereto (collectively referred to as the “Financial Statements”) and the unaudited consolidated balance sheet of the Business as of November 30, 2005 (the “Balance Sheet”), and the related unaudited consolidated statements of results of operations and cash flows, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”) are attached hereto as Schedule 3(f)(i). Each of the Financial Statements and the Interim Financial Statements (A) has been prepared based on the books and records of the Seller pertaining to the Business (except as may be indicated in the notes thereto) and the financial information contained therein has been included in Seller’s financial statements at the Disclosure Schedules/have been delivered amounts stated in such Financial Statement and Interim Financial Statement for and as of the periods that correspond to Buyer. The each such Financial Statements have Statement and Interim Financial Statement; (B) has been prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period involvedperiods indicated (except as may be indicated in the notes thereto) and (C) fairly presents, in all material respects, the consolidated financial condition of the Business as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes notes. (thatii) There are no debts, if presentedliabilities or obligations, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company, and fairly present in all material respects the financial condition Business of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The a nature required to be reflected on a balance sheet of the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered prepared in accordance with GAAP to GAAP, other than any such debts, liabilities or obligations (A) reflected or reserved against on the best Interim Financial Statements, the Financial Statements or the notes thereto, (B) incurred since the date of the Balance Sheet in the ordinary course of business, or (C) for Taxes. (iii) All Accounts Receivable represent valid obligations arising from sales actually made or services actually performed by Seller or its abilityAffiliates in the ordinary course of the Business.

Financial Statements. Complete copies (a) Attached as Schedule 2.4(a) of the Company’s Disclosure Letter are (i) the unaudited financial statements consisting of the combined balance sheet of the Company Business as at of December 31 in the year 2014 31, 2012 and the related statements unaudited combined statement of income profit and losses for the twelve-month period then ended, (ii) an unaudited statement of Capital Expenditures on a cash basis by Parent and its Affiliates with respect to the Business for the year then ended December 31, 2012, (iii) the “Unaudited Financial Statements”), and unaudited financial statements consisting of the combined balance sheet of the Company Business as at July 31of June 30, 2015 2013 (the “Balance Sheet”, and such date, the “Balance Sheet Date”) and the related statements unaudited combined statement of income profit and losses for the seventh- six-month period then ended June 30, 2013, and (iv) an unaudited statement of Capital Expenditures on a cash basis by Parent and its Affiliates with respect to the “Interim Financial Statements” Business for the six months ended June 30, 2013 (all such financial statements, including the related notes and together with the Unaudited Financial Statementsschedules thereto, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer). The Financial Statements have been (A) fairly present in all material respects the combined financial position of the Business as of the dates indicated and the combined results of operations of the Business for the periods indicated; and (B) were prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the periods specified, except as expressly set forth therein and except that the Financial Statements as of and for the six-month period involvedended on June 30, subject, in the case of the Interim Financial Statements, 2013 are subject to normal and recurring year-end audit adjustments (the effect of which will would not be materially adversematerial). (b) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the All books and records of the CompanyBusiness, taken as a whole, are accurate and fairly present complete in all material respects. The Transferred Companies maintain systems of internal accounting controls sufficient in all material respects to enable officers of Parent to give the financial condition certifications called for by Rule 13a-14(a) and (b) under the Securities Exchange Act of 1934, as amended. (c) Since January 1, 2011, no director or officer of Parent or of any of the Company as Transferred Companies or, to the Knowledge of Parent, any non-officer employee, external auditor, external accountant or outside counsel of Parent or any of the respective dates they were prepared and Transferred Companies or, to the results Knowledge of Parent, the Non-Controlled Companies, has received or otherwise been made aware of any material written complaint, allegation or claim regarding the accounting or auditing practices, procedures, methodologies or methods of any of the operations Transferred Companies or the Non-Controlled Companies or their respective internal accounting controls, including any material written complaint, allegation or claim that any of the Company for the periods indicated. The balance sheet of the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of Transferred Companies has engaged in questionable accounting established and administered in accordance with GAAP to the best of its abilityor auditing practices.

Financial Statements. Complete copies of Attached hereto as the Company’s Financial Statements Schedule are the following financial statements: (a) the unaudited financial statements consisting of the balance sheet of the Company Designs as at December 31 in the year 2014 of October 31, 2004, and the related statements of income and cash flows (or the equivalent) for the year nine-month period then ended ended; (b) the “Unaudited Financial Statements”), and unaudited financial statements consisting of the balance sheet of the Company Designs as at July of January 31, 2015 2004, and the related statements of income and cash flows (or the equivalent) for the seventh- fiscal years then ended; and (c) the unaudited balance sheet of the Business as of the Closing Date (the “Latest Balance Sheet”); (d) the unaudited balance sheet of the Business as of October 31, 2004, and the related statements of profits and loss (or the equivalent) for the nine-month period then ended ended; and, (e) the “Interim Financial Statements” and together with the Unaudited Financial Statements, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case unaudited balance sheet of the Interim Financial StatementsBusiness as of January 31, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) 2004, and the absence related statements of profits and loss (or the equivalent) for the fiscal years then ended. Each of the foregoing financial statements (including in all cases the notes (thatthereto) is accurate and complete in all material respects, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on is consistent with the books and records of the CompanySeller (which, in turn, are accurate and complete in all material respects), is consistent with past practices, presents fairly present in all material respects the financial condition of Designs or the Company Business, as applicable, as of the respective dates they were thereof, and, with respect to Designs, the operating results, and with respect to the Business, the store-level profit and loss statements showing the “four-wall” profits of each retail location set forth on the attached Leased Real Property Schedule for the periods covered thereby and except as set forth on the Financial Statements Schedule, has been prepared in accordance with GAAP, consistently applied, subject to the absence of footnote disclosures, changes resulting from normal year-end adjustments for recurring accruals, and adjustments for impairment of intangible and fixed assets, adjustments for impairment of intangible and fixed assets, and adjustments required under GAAP in connection with the results preparation of consolidated financial statements (none of which would, alone or in the aggregate, be materially adverse to the financial condition, operating results, assets or operations of the Company for the periods indicated. The balance sheet of the Company Business taken as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP to the best of its abilitywhole).

Financial Statements. Complete (a) True and complete copies of the Company’s unaudited financial statements consisting of the balance sheet of the Company as at December 31 in 31, 2024, the year 2014 and the related statements of income for the year then ended (the “Unaudited Financial Statements”), and unaudited financial statements consisting of the audited balance sheet of the Company as at July December 31, 2015 2023, and the related unaudited and audited, as applicable, statements of income, retained earnings, stockholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (collectively referred to as the “Company Financial Statements”) and the unaudited balance sheet of the Company as at March 31, 2025 (the “Company Balance Sheet”), and the related statements of income for income, retained earnings, stockholders’ equity and changes in financial position of the seventh- month period then ended Company, together with all related notes and schedules thereto (collectively referred to as the “Company Interim Financial Statements” ”), are attached hereto as Section 4.6(a) of the Company Disclosure Letter. Each of the Company Financial Statements and together with the Unaudited Company Interim Financial Statements, the “Financial Statements”Statements (i) are included correct and complete in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements all material respects and have been prepared to the best of Company’s ability in accordance with GAAP the books and records of the Company; (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the period involvedperiods indicated (except as may be indicated in the notes thereto); and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Company Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which that will not be materially adverse) and the absence of notes (thatnot, if presented, would not differ materially from those presented individually or in the Audited Financial Statements). aggregate, be material. (b) The Financial Statements Company maintains a system of internal accounting controls designed to provide reasonable assurance that: (i) transactions are based on executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of the books financial statements of the Company in conformity with GAAP and records to maintain accountability of the Company’s assets, (iii) access to the Company’s assets is permitted only in accordance with management’s general or specific authorization, and fairly present in all material respects (iv) the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company recorded accounting for the periods indicated. The balance sheet of Company’s assets is compared with the Company as of December 31, 2014 existing assets at regular intervals and appropriate action is referred taken with respect to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”any differences. The Company maintains a standard system internal control over financial reporting that provides reasonable assurance regarding the reliability of accounting established financial reporting and administered the preparation of financial statements for external purposes in accordance with GAAP to GAAP. (c) Since January 1, 2025, neither the best Company nor its independent auditors have identified (i) any significant deficiency or material weakness in the design or operation of its abilitythe system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the Company, 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. Complete copies of The Keys Group has furnished to Buyer: (i) the Company’s unaudited financial statements consisting of the consolidated audited balance sheet of the Company as at Keys Group for the years ending December 31 in the year 2014 31, 2002, December 31, 2003 and the December 31, 2004 and related statements of income and operations for the year then ended (the “Unaudited Financial StatementsYear-End Balance Sheets”), ; and (ii) the consolidated unaudited financial statements consisting balance sheets of the balance sheet Keys Group as of the Company as at July May 31, 2015 2005 and the related statements of income and operations for the seventh- month period five (5) months then ended (the “Interim Financial Statements” Balance Sheets”), copies of which are attached hereto as Schedule 4.1(g)(i) (collectively, the Year-End Balance Sheets and together with the Unaudited Financial Statements, Interim Balance Sheets are the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are were prepared based on upon the books and records of the CompanyKeys Group. Except as otherwise set forth on Schedule 4.1(g)(ii), the Financial Statements have been prepared in conformity with GAAP as applied by Keys Group on a basis consistent with prior years and fairly present in all material respects the financial condition of the Company Keys Group, as of the respective dates they were prepared indicated, and the results of the its operations of the Company for the periods indicated. The balance sheet , except as otherwise stated therein and in the case of the Company as Interim Balance Sheets, except for normal year-end adjustments (the effect of December 31which will not, 2014 is referred to herein as individually or in the “Balance Sheet” aggregate, be materially adverse), the absence of notes and the date thereof lack of physical inventory. Other than as set forth on Schedule 4.1(g)(ii), the “Balance Sheet Date” Keys Group does not have any liabilities or obligations of any nature (whether known or unknown and the balance sheet whether absolute, accrued, contingent or otherwise) that are of the Company as of July 31, 2015 is referred a type required to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered be disclosed or reflected in financial statements prepared in accordance with GAAP except (i) liabilities or obligations reflected or reserved against in the Financial Statements and (ii) liabilities incurred in the ordinary course of business since the date of the Interim Balance Sheets that are not individually or in the aggregate material to the best Keys Group. Other than as set forth on Schedule 4.1(g)(iii) hereto, no member of its abilitythe Keys Group has guaranteed the indebtedness or obligations of any person or entity (other than a member of the Keys Group), or has the right to appoint any of the directors or officers of any entity (other than a member of the Keys Group).

Financial Statements. Complete copies of the Company’s (a) Buyer has delivered to Seller (a) an unaudited financial statements consisting of the consolidated balance sheet of Buyer as of November 30, 2015 (the Company “Buyer Interim Balance Sheet,” and, such date, the “Buyer Interim Balance Sheet Date”) (b) audited consolidated balance sheets of Buyer as at of December 31 in the year 2014 31, 2014, 2013, and 2012 and the related unaudited income statements, statements of income operations, cash flows, for the year years then ended (the “Unaudited Financial Statements”)ended, 2014, 2013, and unaudited 2012. Such financial statements consisting and notes thereto fairly present the financial condition and the results of the balance sheet operations, changes in stockholder’s equity and cash flow of the Company Buyer as at July 31, 2015 the respective dates of and the related statements of income for the seventh- month period then ended (the “Interim Financial Statements” and together with the Unaudited Financial Statementsperiods referred to in such financial statements, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been prepared to the best of Company’s ability all in accordance with GAAP applied on a consistent basis throughout the period involvedGAAP, subject, subject in the case of the Interim Financial Statements, interim financial statements to normal and recurring year-end adjustments (the effect of which will not not, individually or in the aggregate, be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented included in the Audited Financial StatementsBuyer Interim Balance Sheet). The Financial Statements financial statements referred to in this Section 3.3 reflect the consistent application of such accounting principles throughout the periods involved. No financial statements of any other Person are based on required by GAAP to be included in the books and records financial statements of Buyer. All of the Company, and fairly present in all material respects the foregoing financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The balance sheet of the Company as of December 31, 2014 is statements are referred to herein collectively in this Agreement as the “Balance Sheet” and the date thereof Buyer Financial Statements.” (b) Except as the “Balance Sheet Date” and the balance sheet set forth in Section 3.3 of the Company as of July 31Buyer Disclosure Schedule, 2015 is referred to herein as since the “Interim Balance Sheet” and the date thereof as the “Buyer Interim Balance Sheet Date”. The Company maintains , whether or not in the Ordinary Course of Business, there has not been, occurred or arisen: (i) any event, occurrence, development or state of circumstances or facts that would, individually or in the aggregate, have a standard system material adverse effect on the Business; (ii) any declaration, setting aside or payment of accounting established and administered any dividend or other distribution with respect to any shares of Buyer Capital Stock, or any repurchase, redemption or other acquisition by Buyer of any outstanding shares of capital stock or other securities of, or other ownership interests in, Buyer; (iii) any incurrence, assumption or guarantee by Buyer of any indebtedness for borrowed money; (iv) any creation or other incurrence by Buyer of any Encumbrance on any material asset; (v) any making of any material loan, advance or capital contribution to or investment in accordance with GAAP any Person; (vi) any damage, destruction or other casualty loss (whether or not covered by insurance) affecting the Business; (vii) any transaction or commitment made, or any Contract entered into by Buyer, involving the acquisition or disposition of any material asset of Buyer; (viii) amendment to the best Organizational Documents of its abilityBuyer; (ix) payment or increase by Buyer of any bonus, salary or other compensation to any independent contractor, stockholder, director, officer or (except in the Ordinary Course of Business) employee or entry into any employment, severance or similar Contract with any director, officer or employee; (x) entry into, termination of or receipt of notice of termination by Buyer of (i) any license, distributorship, dealer, sales representative, joint venture, credit or similar agreement or (ii) any Contract or transaction involving a total remaining commitment by or to Buyer of at least $10,000; or (xi) sale (other than sales of inventory in the Ordinary Course of Business), lease or other disposition of any asset or property of Buyer or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Buyer, including the sale, lease or other disposition of any Intellectual Property.

Financial Statements. Complete a) Annex 8.5a) contains copies of the Company’s unaudited consolidated financial statements consisting of the balance sheet of the Company as at December 31 in the year 2014 and the related statements of income for the business year then ended (the “Unaudited Financial Statements”)31 December 2020, and unaudited financial statements consisting of the balance sheet of the Company as at July 31, 2015 and the related statements of income for the seventh- month period then ended (the “Interim Financial Statements” and together with the Unaudited Financial Statements, notes and the limited review audit report (collectively the “Financial Statements”). b) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been Statements: • were prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period involvedapplicable statutory provisions, subject, preserving continuity and past practice in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Companyall respects, and fairly present in all reflect accurately and correctly the material respects the financial condition of the Company as of the respective dates they were prepared business events for and the results of the operations of the Company Group Companies for the periods indicated. The balance sheet period to which they relate; • in all aspects correctly represent the assets and liabilities, property, financial and profits situation of the Company Group Companies as of December 31, 2014 is referred to herein as at the “Balance Sheet” and the date thereof as the “Last Balance Sheet Date” ; • make proper and the balance sheet sufficient provisions for all established liabilities of the Group Companies and proper and sufficient provisions for all deferred or contingent liabilities, all as required by the applicable statutory provisions and accounting principles; • the Financial Statements do not overstate any asset or understate any liability; • the Financial Statements contain all liabilities, provisions and reserves that are usual or necessary and are known or should be known by the Sellers or any Group Company, with the exception of a reserve for the risky receivable related to the loan to ▇▇▇▇▇ ▇▇▇▇; • the notes to the Financial Statements correctly disclose any contingent liability that is required to be disclosed therein; • the Financial Statements do not set-off any asset with any liability nor any income with any expenses; • there has been no dissolution of reserves that is not apparent from the Financial Statements; • the auditors of the Group Companies have issued unqualified limited review audit reports in respect of the Financial Statements; • no Group Company has withheld any information from the auditors, which, if disclosed, would have caused the auditors to qualify their limited review audit report or to refuse to issue their report with respect to any of the Financial Statements; • the Group Companies maintain adequate internal control processes; • the Group Companies maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are being executed only in accordance with appropriate authorization of management and are recorded as necessary to permit preparation of July 31, 2015 is referred financial statements in conformity with applicable Laws; and • neither the Group Companies’ auditors nor any member of the management of a Group Company has identified or made any fraud or material written complaint that involves members of the management of any Group Company who have a role in the preparation of financial statements or accounting controls. c) The Group Companies have not incurred any liability or obligation which are required to herein be reflected in the Financial Statements other than (i) such as have been reflected in the “Interim Balance Sheet” and Financial Statements or Fairly Dislcosed in the date thereof Disclosed Information (ii) such as have been incurred in the “Interim ordinary course of business consistent with past practice since the Last Balance Sheet Date”. The Company maintains a standard system . d) All accounts receivables of accounting established the Group Companies have arisen out of bona fide transactions in the ordinary course of business consistent with past practice and administered have been accounted for in accordance with GAAP the applicable statutory provisions and accounting principles. All accounts receivables are appropriately reserved and, as reserved, are good and collectible in accordance with the applicable statutory provisions and accounting principles. All accounts payable until the Closing Date have been paid in the ordinary course of business and consistent with past practice of the respective Group Company. All cash set forth in the Financial Statements is freely available for use by the Group Companies other than cash used in the ordinary course of business and other than for the limitations to the best free use of its abilitycash as resulting from the Credit Agreement with Credit Suisse (Svizzera) SA and the Covid Loans. e) Except as set forth in the Financial Statements, the Group Companies have no other indebtedness, including overdraft facilities, loans and other credit facilities outstanding against third parties or made available by third parties to any Group Company, and none of the Group Companies has issued any other surety, guarantee or comfort letter in favour of third parties and is neither unconditionally nor conditionally liable for any obligations of third parties. None of the Group Companies has entered into any off-balance sheet arrangements, liabilities or commitments.

Financial Statements. Complete (a) The Company has previously made available to Parent copies of the Company’s unaudited consolidated statements of financial statements consisting condition of the balance sheet Company, the Bank and the Subsidiaries as of December 31 for the fiscal years 2008, 2009, 2010 and 2011, and the related consolidated statements of operations, of comprehensive income, of changes in shareholders’ equity, and of cash flows for the fiscal years 2009 through 2011, inclusive, as reported in the Company 10-K, in each case accompanied by the audit report of ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP. The December 31, 2011 consolidated statement of financial condition of the Company as at December 31 (including the related notes, where applicable) fairly presents in all material respects the year 2014 consolidated financial position of the Company, the Bank and the related statements Subsidiaries as of income for the year then ended (the “Unaudited Financial Statements”)date thereof, and unaudited the other financial statements consisting of referred to in this Section 3.8 (including the balance sheet of related notes, where applicable) fairly present in all material respects, and the financial statements to be filed by the Company as at July 31, 2015 and the related statements of income for the seventh- month period then ended (the “Interim Financial Statements” and together with the Unaudited Financial Statements, SEC after the “Financial Statements”) are included date of this Agreement will fairly present in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period involved, all material respects (subject, in the case of the Interim Financial Statementsunaudited statements, to recurring audit adjustments normal in nature and recurring year-end adjustments (amount), the effect results of which will not be materially adverse) the consolidated operations, comprehensive income, changes in shareholders’ equity, cash flows and the absence consolidated financial position of notes the Company, the Bank and the Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (thatincluding the related notes, if presentedwhere applicable) in all material respects complies, would not differ materially from those presented and the financial statements to be filed by the Company with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the Audited Financial Statements)notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. There is no transaction, arrangement or other relationship between the Company, the Bank or any Subsidiary and an unconsolidated or other Affiliated entity that is not reflected on the financial statements specified in this Section 3.8. The Financial Statements are based on the books and records of the Company, the Bank and fairly present the Subsidiaries in all material respects the financial condition have been, and are being, maintained in accordance with applicable law and GAAP accounting requirements and reflect only actual transactions. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP has not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, who has expressed its opinion with respect to the consolidated financial statements contained in the Company 10-K, is as of the respective dates they were prepared date of such opinion a registered independent public accountant, within the meaning of the Code of Professional Conduct of the American Institute of Certified Public Accountants, as required by the Securities Act and the results rules and regulations promulgated thereunder and by the rules of the operations of the Company for the periods indicated. The balance sheet of the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP to the best of its abilityPublic Accounting Oversight Board.

Financial Statements. Complete copies (a) Set forth on Schedule 4.7(a) of the Company Disclosure Letter are: (i) the audited combined carve-out financial statements of the Company’s unaudited financial statements , consisting of the balance sheet combined carve-out statements of the Company financial position as at of December 31 in the year 2014 31, 2020 and 2019, and the related combined carve-out statements of income profit or loss and comprehensive income, changes in equity (deficit) and cash flows for the year years then ended ended, and the notes to such financial statements (the “Unaudited Audited Financial Statements”), ; and (ii) the unaudited condensed combined carve-out financial statements of the Company, consisting of the balance sheet combined carve-out statements of the Company financial position as at July 31of June 30, 2015 2021 and June 30, 2020, and the related combined carve-out statements of income profit or loss and comprehensive income, changes in equity (deficit) and cash flows for the seventh- month period then six months ended June 30, 2021 and June 30, 2020, and notes to such financial statements (the “Interim Financial Statements” and and, together with the Unaudited Audited Financial Statements, the “Financial Statements”). Except as set forth on Schedule 4.7(a) are included in of the Company Disclosure Schedules/have been delivered to Buyer. The Letter, the Financial Statements have been prepared to present fairly, in all material respects, the best consolidated financial position and the consolidated financial performance of Company’s ability the Company as of the dates and for the periods indicated in accordance such Financial Statements in conformity with GAAP applied on a consistent basis throughout the period involved, subject, IFRS (except in the case of the Interim Financial Statements, to Statements for the absence of footnotes and other presentation items and for normal and recurring year-end adjustments adjustments). (b) Except as set forth on Schedule 4.7(b) of the effect Company Disclosure Letter, the Company has established and maintained a system of which will not be materially adverseinternal control over financial reporting that is sufficient to provide reasonable assurance (i) that transactions, receipts and expenditures of the absence Group Companies are being executed and made only in accordance with appropriate authorizations of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records management of the Company, (ii) that transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and fairly present to maintain accountability for assets, and (iii) that material violations of Applicable Law by any of the Group Companies’ directors, officers, employees or its or their respective agents, representatives or other Persons, acting on behalf of the Group Companies will be prevented, detected and deterred. No Group Company has been subject to or involved in all material respects any fraud that involves management or other employees, including but not limited to those which have a significant role in the internal controls over financial condition reporting of any Group Company. Except as set forth on Schedule 4.7(b) of the Company as of Disclosure Letter, no Group Company has received any material complaint, allegation, assertion or claim, in writing, regarding the respective dates they were prepared and the results of the operations of the accounting or auditing practices, procedures or methodologies any Group Company for the periods indicated. The balance sheet of the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP to the best of its abilityor their internal controls.

Financial Statements. Complete Set forth in Section 4.18(a) of the Company Disclosure Schedule are the Company's audited Consolidated Statements of Operations, Consolidated Statements of Shareholders' Deficit and Comprehensive Loss and Consolidated Statements of Cash Flow, in each case for the years ended December 31, 2000, 2001 and 2002 and its audited Consolidated Balance Sheets as of December 31, 2001 and 2002 (the "Financial Statements"). The Company has delivered to Buyer its unaudited Consolidated Balance Sheets, Consolidated Statements of Operations, Consolidated Statements of Shareholders' Deficit and Comprehensive Loss and Consolidated Statements of Cash Flow as of and for all quarterly periods in 2001 and 2002. Set forth in Section 4.18(b) of the Company Disclosure Schedule are true, correct and complete copies of the Company’s unaudited financial statements consisting of the balance sheet of the Company as at December 31 in the 's fiscal year 2014 and the related statements of income for the year then ended 2003 annual budget (the “Unaudited Financial Statements”"2003 Annual Budget"), and unaudited financial statements consisting of the balance sheet of the Company as at July 31, 2015 and the related statements of income for the seventh- month period then ended (the “Interim Financial Statements” and together with the Unaudited Financial Statements, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been prepared to the best of Company’s ability in accordance with GAAP United States generally accepted accounting principles and practices as in effect from time to time and applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments periods indicated (the effect of which will not be materially adverse"GAAP") and the absence of notes (thatfairly present, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Company, and fairly present in all material respects respects, the financial condition operating results of the Company as of the respective dates they were prepared dates, and for the periods, indicated therein. Except as set forth in the Financial Statements, the Company has no material liabilities (matured or unmatured, contingent or otherwise), other than (i) liabilities incurred in the ordinary course of business subsequent to December 31, 2002, (ii) obligations and liabilities of the type not required under GAAP to be reflected in the Financial Statements and (iii) liabilities, individually or in the aggregate, which are not material to the financial condition or operating results of the operations of the Company for the periods indicated. The balance sheet of the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”Company. The Company maintains and consistently applies a standard system of accounting established and administered in accordance with GAAP to the best of its abilityGAAP.

Financial Statements. Complete (A) Section 3(c)(vii)(B)(6) of the Disclosure Schedule contains true and complete copies of the Company’s unaudited following financial statements consisting of the balance sheet of the Company (the “Financial Statements”): (B) the unaudited balance sheets of each Company as at of December 31 in the year 2014 31, 2018 and December 31, 2019, and the related statements of income for the year years then ended ended; and (C) the unaudited balance sheets of each Company as of June 30, 2020 (the “Unaudited Financial StatementsLatest Balance Sheet”), and unaudited financial statements consisting of the balance sheet of the Company as at July 31, 2015 and the related statements of income for the seventh- 6-month period then ended (the “Interim Financial Statements” and together with Financials”). (D) Each of the Unaudited Financial Statements, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been prepared to the best of Company’s ability is complete and correct in accordance all material respects, is consistent with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the CompanyCompany and accurately and completely, and fairly present in all material respects respects, present the Company’s financial condition condition, assets and Liabilities as of their respective dates, reported on a cash basis, in accordance with the Accounting Principles consistently applied throughout the periods covered thereby, and except that the Interim Financials are subject to normal year- end adjustments. The reserves reflected in the Financial Statements are reasonable and have been calculated in a consistent manner. (E) The internal controls of the Company as over financial reporting are effective in providing reasonable assurance regarding the reliability of financial reporting and preparation of financial statements in accordance with the Accounting Principles. (F) The Company has no debts, Liabilities or obligations of any nature (whether accrued, absolute, contingent, direct, indirect, perfected, inchoate, unliquidated or otherwise and whether due or to become due), including, without limitation, Liabilities or obligations on account of Taxes or governmental charges or penalties, interest or fines thereon or in respect thereof, except (i) to the extent reflected and accrued for or reserved against in the Financial Statements or otherwise disclosed to Buyer Parties in Section 3(c)(viii) of the respective dates they were prepared Disclosure Schedule, (ii) for Liabilities and obligations incurred in the ordinary and usual course of business consistent with past custom and practices since the date of the Latest Balance Sheet, which, individually or in the aggregate, are not reasonably expected to be material to the Business, (iii) Liabilities (which are current) relating to future performance under the agreements to which a Company is a party, but in no event any Liability arising out of any breach, nonperformance or defective performance by such Company of any such agreement and (iv) Liabilities under this Agreement and the results Transaction Documents to which a Company is a party. (G) Except as set forth on Section 3(c)(vii)(B)(6) of the operations Disclosure Schedule, the Company has no Indebtedness. (H) All accounts receivable of the Company for (i) are bona fide and valid receivables arising from sales actually made or services actually performed and were incurred in the periods indicated. The balance sheet ordinary course of business, (ii) are properly reflected on the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” Company’s books and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered records in accordance with GAAP the Accounting Principles consistently applied and (iii) to the best Company’s Knowledge, unless disclosed on Section 3(c)(viii) of its abilitythe Disclosure Schedule, are not subject to any setoffs, counterclaims, credits or other offsets, and are current and collectible and will be collected in accordance with their terms at their recorded amounts within ninety (90) days. 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 Company with respect to any accounts receivable other than in the ordinary course of business.

Financial Statements. Complete (a) The Company has made available to SPAC true and complete copies of: (i) the audited consolidated balance sheets of the Company’s unaudited financial statements consisting Group Companies as of the balance sheet of the Company as at December 31 in the year 2014 31, 2022 and 2021, and the related consolidated statements of income comprehensive loss, changes in shareholders’ equity (deficit) and cash flows of the Group Companies for the fiscal years then ended (collectively, the “Audited Financial Statements”); and (ii) the unaudited consolidated balance sheets of the Group Companies as of December 31, 2023 and the related consolidated statements of operations, shareholders’ deficit and cash flows of the Group Companies for the fiscal year then ended (the “Unaudited Financial Statements”)” and, and unaudited financial statements consisting of the balance sheet of the Company as at July 31, 2015 and the related statements of income for the seventh- month period then ended (the “Interim Financial Statements” and together with the Unaudited Audited Financial Statements, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Company, and Statements: (i) fairly present in all material respects the financial condition position of the Company Group Companies, as of at the respective dates they were prepared thereof, and the results of their operations and their cash flows for the operations respective periods then ended; (ii) were prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto and subject to audit adjustments that will not be material in amount or effect); (iii) were prepared from, and are in accordance with, the books and records of the Company for Group Companies and (v) in the periods indicated. The balance sheet case of the Company as of December 31Audited Financial Statements, 2014 is referred to herein as were audited in accordance with the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet standards of the PCAOB. (b) To the Knowledge of the Company, since the Reference Date, the Company has established and maintained a system of internal controls sufficient to provide reasonable assurance (i) that transactions are executed in accordance with management’s authorizations, (ii) that transactions, receipts and expenditures of the Group Companies are being executed and made only in accordance with appropriate authorizations of management of the Company, (iii) that transactions are recorded as necessary to permit preparation of July 31financial statements to maintain accountability for assets, 2015 is referred to herein as (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the “Interim Balance Sheet” assets of the Group Companies and the date thereof as the “Interim Balance Sheet Date”(v) that accounts, notes and other receivables and inventory are recorded accurately. The Company maintains has not identified or been made aware of, and has not received from its independent auditors any notification of, any (x) “significant deficiency” in the internal controls over financial reporting of the Group Companies, (y) “material weakness” in the internal controls over financial reporting of the Group Companies or (z) fraud, whether or not material, that involves management or other employees of the Group Companies who have a standard system role in the internal controls over financial reporting of accounting established the Group Companies. (c) There are no outstanding loans or other extensions of credit made by the Group Companies to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. (d) None of the Group Companies is a party to, or has any commitment to become a party to any material off-balance sheet partnership or similar arrangement (including any Contract or agreement relating to any transaction or relationship between or among the Company and administered any of the Group Companies, on the one hand, and any unconsolidated affiliate on the other hand), including any “off-balance sheet arrangement” (as defined in accordance with GAAP to Item 303(a) of Regulation S-K promulgated by the best SEC). (e) None of the Group Companies has stopped paying, for any material duration, its abilitydebts as they fall due.

Financial Statements. Complete copies (a) The Company has provided to Parent a correct and complete copy of the Company’s audited financial statements (including any related notes thereto) of the Company for the fiscal years ended December 31, 2005, December 31, 2004 and December 31, 2003 (the “Audited Financial Statements”). The Audited Financial Statements were prepared in accordance with the published rules and regulations of any applicable Governmental Entity and with generally accepted accounting principles of the United States (“U.S. 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) The Company has provided to Parent a correct and complete copy of the unaudited financial statements consisting of the balance sheet (including any related notes thereto) of the Company as at December 31 in the year 2014 and the related statements of income for the year then six month period ended June 30, 2006 (the “Unaudited Financial Statements”). Except as set forth in Schedule 2.7(b), and unaudited financial statements consisting of the balance sheet of the Company as at July 31, 2015 and the related statements of income for the seventh- month period then ended (the “Interim Financial Statements” and together with the Unaudited Financial StatementsStatements comply as to form in all material respects, and were prepared in accordance, with the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been prepared to the best published rules and regulations of Company’s ability in accordance any applicable Governmental Entity and with U.S. GAAP applied on a consistent basis throughout the period involved, subject, periods involved (except as may be indicated in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statementsthereto). The Financial Statements are based on the books and records of the Company, and fairly present in all material respects the financial condition position of the Company as of at the respective dates they were prepared date thereof and the results of its operations and cash flows for the operations period indicated, except that such statements do not contain notes and are subject to normal adjustments that are not expected to have a Material Adverse Effect on the Company. (c) The books of account, minute books, stock certificate books and stock transfer ledgers and other similar books and records of the Company for the periods indicated. have been maintained in accordance with good business practice, are complete and correct 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. (d) The balance sheet accounts and notes receivable of the Company as of December 31, 2014 is referred to herein as reflected on the “Balance Sheet” balance sheets included in the Audited Financial Statements and the date thereof as Unaudited Financial Statements (i) arose from bona fide sales transactions in the “Balance Sheet Date” ordinary course of business and the balance sheet are payable on ordinary trade terms, (ii) are legal, valid and binding obligations of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered respective debtors enforceable in accordance with GAAP 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 except to the best extent set forth in such balance sheet contained therein, (iv) are collectible in the ordinary course of its abilitybusiness consistent with past practice in the aggregate recorded amounts thereof, net of any applicable reserve reflected in such balance sheet referenced above, and (v) are not the subject of any actions or proceedings brought by or on behalf of the Company.

Financial Statements. Complete Section 4.8 of the Company Disclosure Schedule sets forth true, complete and correct copies of the Company’s unaudited (i) audited consolidated financial statements of the Company and its Subsidiaries, consisting of the balance sheet and related statements of operations, comprehensive loss, shareholder’s deficit and cash flows, as of and for the fiscal years ended on March 31, 2024, March 31, 2023 and March 31, 2022 (including any related notes thereto and the related reports of the independent public accountants) (collectively, the “Audited Financial Statements”) and (ii) the unaudited balance sheet and related statements of operations, comprehensive loss, shareholder’s deficit and cash flow of the Company and its Subsidiaries as at December 31 in the year 2014 of and the related statements of income for the year then fiscal quarter ended (the “Unaudited Financial Statements”)on June 30, and unaudited financial statements consisting of the balance sheet of the Company as at July 31, 2015 and the related statements of income for the seventh- month period then ended 2024 (the “Interim Financial Statements” and and, together with the Unaudited Audited Financial Statements, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer). The Financial Statements (a) have been derived from the books and records of the Company Group, (b) have been prepared to the best of Company’s ability in accordance with GAAP generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the period involved, subject, periods covered (except as set forth in the case of notes thereto and, with respect to the Interim Financial Statements, to for (x) lack of footnotes and (y) changes resulting from normal and recurring year-end adjustments (the effect none of which will not are expected to be materially adversematerial to the Company Group, taken as a whole)) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Company, and c) present fairly present in all material respects respects, the consolidated financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company Group as of the date thereof and for the periods indicatedperiod referred to therein. The balance sheet To the Company’s Knowledge, there has never been any fraud that involves any of the management or other employees of the Company as Group who have a role in the preparation of December 31financial statements or the internal accounting controls used by the Company Group, 2014 is referred any material claim or allegation regarding any of the foregoing. The Company Group maintains a system of internal accounting controls reasonably designed to herein as (i) provide reasonable assurances regarding the “Balance Sheet” reliability of the Financial Statements, (ii) in a timely manner, accumulate and communicate the date thereof as type of information that would be required to be disclosed in the “Balance Sheet Date” Financial Statements and (iii) ensure that the balance sheet Company Group maintains no off-the-book accounts and that the Company Group’s assets are used only in accordance with the directives of the Company as Group’s management. No audit firm has ever declined or indicated its inability to issue an opinion with respect to any Financial Statements of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP to the best of its abilityCompany.

Financial Statements. Complete Except as otherwise indicated below, attached as Schedule 2.5 are true and complete copies of of: (i) (A) the Company’s unaudited financial statements consisting of the balance sheet of the Company as at December 31 in the year 2014 and the related statements of income for the year then ended (the “Unaudited Financial Statements”), and unaudited financial statements consisting of the balance sheet of the Company as at July 31, 2015 and the related statements of income for the seventh- month period then ended (the “Interim Financial Statements” and together with the Unaudited Financial Statements, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Company, and fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The balance sheet of the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” 1995, and the date thereof as related consolidated statement of income, stockholders' equity and cash flow for the “Balance Sheet Date” fiscal year ended December 31, 1995, together with the notes thereto and (B) the balance sheet of the Company as of July December 31, 2015 is 1994, and the related consolidated statement of income, stockholders' equity and cash flow for the fiscal year ended December 31, 1994, together with the notes thereto; (ii) the balance sheet of the Company as of December 31, 1996 (the "December 31 Balance Sheet") and the statement of income, stockholders' equity and cash flow for the month periods ended on such date, together with the notes thereto; (iii) the balance sheet of the Company as of November 30, 1996 (the "November 30 Balance Sheet"); and (iv) the most recent monthly and year-to-date financial statements provided to Nissan (the "Company Factory Statement"); (all the foregoing financial statements, including the notes thereto, being referred to herein collectively as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”"Company Financial Statements"). The Company maintains a standard system of accounting established Financial Statements are consistent with and administered in accordance with the books and records of the Company, fairly present the financial position, results of operations, stockholders' equity and changes in financial position of the Company as of the dates and for the periods indicated, in the case of the financial statements referred to in clauses (i), (ii) and (iii) above in conformity with GAAP to consistently applied (except as set forth on Schedule 2.5(b) hereto) during such periods, and can be legitimately reconciled with the best financial statements and the financial records maintained and the accounting methods applied by the Company for federal income tax purposes, and the unaudited financial statements included in the Company Financial Statements indicate all adjustments, which consist of its abilityonly normal recurring accruals, necessary for such fair presentations. The statements of income included in the Company Financial Statements do not contain any items of special or nonrecurring income except as expressly specified therein, and the balance sheets included in the Company Financial Statements do not reflect any write-up or revaluation increasing the book value of any assets. The books and accounts of the Company are complete and correct in all material respects and fairly reflect all of the transactions, items of income and expense and all assets and liabilities of the businesses of the Company.

Financial Statements. Complete copies of (a) Sellers have delivered to Buyer (i) the Company’s unaudited financial statements consisting of the pro forma balance sheet of the each Company as at of March 31, 1999 (collectively, the "March 31 Balance Sheet") and unaudited pro forma statements of operations and cash flows of each Company for the three-month period then ended, (ii) audited balance sheets of Bostek as of December 31 in the year 2014 of each of 1997 and the related 1998, and audited statements of income operations and cash flows of Bostek for the year twelve-month periods then ended (ended, including the “Unaudited Financial Statements”)footnotes thereto, and (iii) unaudited financial statements consisting of the balance sheet of the Company Micro Components as at July of December 31, 2015 1998 and the related statements unaudited statement of income operations of Micro Components for the seventh- twelve-month period then ended (the “Interim financial statements listed in clauses (ii) and (iii), the "Annual Financial Statements” " and together with the Unaudited financial statements listed in clauses (i), (ii) and (iii), collectively, the "Financial Statements"), the “Financial Statements”) copies of which are included in the Disclosure Schedules/have been delivered to BuyerSchedule 2.04. The Financial Statements have been prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Company, and fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared position and the results of the operations and cash flows of the Company Companies, taken as a whole, for the respective dates or periods indicated(as the case may be) indicated therein and have been prepared in conformity with GAAP consistently applied (subject, in the case of unaudited statements, to the absence of footnotes and normal year-end adjustments). The balance sheet All of the assets, liabilities, income, costs and expenses reflected in the Financial Statements are related to the Business and arose out of and were incurred in the ordinary course of the Business. All related party transactions have been accounted for by use of consistent accounting policies and methodologies which would not affect the comparability of such financial information in any material way. (b) Except as specifically reflected in the Financial Statements or elsewhere in the Schedules or as contemplated by this Agreement, neither Company as has any liabilities, commitments or obligations of December any kind whatsoever (whether secured or unsecured and whether accrued, absolute, contingent, direct, indirect or otherwise), other than any liabilities, commitments or obligations incurred after March 31, 2014 is referred to herein as 1999 in the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet ordinary course of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP to the best of its abilitybusiness.

Financial Statements. Complete copies Telcom and Percom has heretofore delivered to the Bright Holders the following financial statements: i. the audited consolidated balance sheets of the Company’s unaudited financial statements consisting Telcom and Percom as of the balance sheet of the Company as at December 31 in the year 2014 31, 1999, and the related statements of income and cash flows (or the equivalent) for the year twelve-month period then ended ended; ii. the unaudited consolidated balance sheets of Telcom and Percom as of March 31, 2000 (the “Unaudited Financial Statements”"Latest Balance Sheet"), and unaudited financial statements consisting of the balance sheet of the Company as at July 31, 2015 and the related statements of income and cash flows (or the equivalent) for the seventh- three-month period then ended (the “Interim Financial Statements” and together with the Unaudited Financial Statements, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyerended. The Financial Statements have been prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case Each of the Interim Financial Statements, to normal and recurring year-end adjustments foregoing financial statements (including in all cases the effect of which will not be materially adverse) and the absence of notes (thatthereto, if presentedany) is accurate and complete in all material respects, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on is consistent with the books and records of the CompanyTelcom and Percom (which, in turn, are accurate and complete in all material respects) and has been prepared in accordance with generally accepted accounting principles, consistently applied, and fairly present present, in all material respects respects, the consolidated financial condition of Telcom and Percom, as the Company case may be, as of the respective dates they were prepared thereof and the consolidated results of operations and cash flows of Telcom and Percom for the operations period shown therein, except that the financial statements in item ii above are subject to the absence of footnotes and to normal year-end audit adjustments. As of this date and immediately prior to the Closing, PCS Holdings (i) will have no material assets, liabilities or obligations, (ii) will not be a party to any material contracts and (iii) will not have engaged in any business operations, except that PCS Holdings will adopt a stock option plan and will have granted stock options as set forth on Section 4C of the Company for the periods indicated. The balance sheet of the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP to the best of its abilityDisclosure Letter.

Financial Statements. Complete copies of (a) Sellers have delivered to Buyers: (i) the Company’s unaudited financial statements consisting of the consolidated balance sheet of the Company Cinemex Companies, prepared under Mexican NIF as at December 31 in the year 2014 and the related statements of income for the year then ended August 31, 2008 (the “Unaudited Financial StatementsBalance Sheet”), and the related unaudited financial consolidated statements consisting of income and cash flow, as of and for the period then ended, and (ii) a consolidated balance sheet of the Company Cinemex Companies as at July December 31, 2015 2007 and the related audited consolidated statements of income income, changes in stockholders’ equity, and cash flow for the seventh- month period fiscal year then ended (the “Interim Financial Statements” and ended, together with the Unaudited Financial Statementsreport thereon of independent certified public accountants, including notes thereto. Such financial statements fairly present the “Financial Statements”) are included financial condition and the results of operations, changes in stockholders’ equity, and cash flow of the Disclosure Schedules/have been delivered Cinemex Companies as at the respective dates of and for the periods referred to Buyer. The Financial Statements have been prepared to the best of Company’s ability in such financial statements, all in accordance with GAAP applied on a consistent basis throughout the period involvedMexican NIF, subject, in the case of the Interim Financial Statementsfinancial statements referred to in clause (i) above, to normal and recurring year-end adjustments where applicable. (b) Except for (i) liabilities or obligations identified in Part 3.4 of the effect of which will not be materially adverseDisclosure Statement, (ii) and liabilities or obligations reflected on the absence of notes Balance Sheet, (thatiii) other liabilities incurred after August 31, if presented, would not differ materially from those presented 2008 in the Audited Financial StatementsOrdinary Course of Business, or (iv) liabilities and obligations that are accounted for in connection with the working capital calculation and post-closing adjustments contemplated by Section 2.3, there are no undisclosed liabilities or obligations relating to any Cinemex Company of any nature, whether or not required to be disclosed or reflected on a balance sheet prepared in a manner consistent with the Balance Sheet. (c) Notwithstanding the provisions of Section 3.4(b). The Financial Statements are based on , no liability or obligation that is the books subject matter of a specific representation and records warranty set forth in Section 3 shall constitute a Breach of the Company, and fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company Section 3.4(b) for the periods indicated. The balance sheet purposes of Section 8 unless the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” applicable specific representation and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP to the best of its abilitywarranty has been Breached.

Financial Statements. Complete copies of The Group Companies have delivered to the Company’s Series F Investors unaudited financial statements consisting of the and consolidated balance sheet of the Company as at December 31 in the year 2014 and the related statements of income for and cash flow of the year then ended (the “Unaudited Financial Statements”)Group Companies as of December 31, 2019, and the unaudited financial statements consisting of the consolidated balance sheet of the Company as at July 31, 2015 and the related statements of income and cash flow for the seventh- month period then ended each Group Company as of June 30, 2020, (the “Interim Financial Statements” and together with the Unaudited Financial Statements, the “Financial Statements”) are included in , with June 30, 2020 being the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements“Statement Date”). The Financial Statements are based on (a) have been prepared in accordance with the books and records of the CompanyGroup, (b) fairly and fairly truly present in all material respects the financial condition and position of the Company Group as of the respective dates they were prepared indicated therein and the results of the operations and cash flows of the Company Group for the periods indicatedindicated therein, except in the case of unaudited financial statements for the omission of notes thereto and normal year-end audit adjustments that are not expected to be material, and (c) were prepared in accordance with the Accounting Standards applied on a consistent basis throughout the periods involved. The balance sheet audited annual revenue of the Company Group Companies as of December 31, 2014 is referred 2019 shall not be less than 90% of unaudited annual revenue of the Group Companies as of December 31, 2019 as shown in the Financial Statements delivered to herein any Series F Investor most recent to the date hereof. All of the accounts receivable owing to any of the Group Companies, including without limitation all accounts receivable set forth on the Financial Statements, constitute valid and enforceable claims and are current and collectible in the ordinary course of business, net of any reserves shown on the Financial Statements (which reserves are adequate and were calculated on a basis consistent with the Accounting Standards), and no further goods or services are required to be provided in order to complete the sales and to entitle the applicable Group Company to collect in full in respect of any such receivables. Except as disclosed in the “Balance Sheet” Disclosure Schedule and the date thereof as Financial Statements, to the “Balance Sheet Date” and the balance sheet knowledge of the Warrantors, there is no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any accounts receivable of any Group Company, and none of the material receivables owing to any Group Company as of July 31(i) has been due for more than sixty (60) days, 2015 (ii) is referred payable by an account debtor that is insolvent or bankrupt or (iii) has been pledged to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP to the best of its abilityany third party by any Group Company.

Financial Statements. Complete copies of (a) The Company has delivered to Parent the Company’s unaudited financial statements consisting of the balance sheet of the Company as at of December 31 in 31, 1997, the year 2014 and the related statements of income for the year then ended (the “Unaudited Financial Statements”), and reviewed but unaudited financial statements consisting of the balance sheet of the Company as at July of December 31, 2015 1996, and the related income statements, statements of income shareholders' equity and statements of cash flows for the seventh- 12-month period periods then ended (the “Interim "Company Financial Statements” "). (b) Within sixty (60) days following the Closing Date, the Surviving Corporation shall deliver to Parent audited balance sheets of the Company as of December 31, 1997 and together with December 31, 1996 and related audited income statements, statements of shareholders' equity and statements of cash flows for the Unaudited years then ended (the "Audited Financial Statements"), accompanied by an unqualified report relative to such audit by a public accounting firm acceptable to Parent. In the event the Audited Financial Statements reflect annual net income of less than $500,000, the “Financial Statements”) are included number of Additional Parent Shares issuable pursuant to Section 1.12 shall be reduced (in the Disclosure Schedules/order such shares become payable pursuant to clauses (1)-(11) of Section 1.12(b), by .54 shares for each $1.00 of such shortfall in annual net income. (c) The Company Financial Statements are, and when delivered the Audited Financial Statements will be, true and complete in all material respects and present and will present fairly the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered thereby, and have been delivered to Buyer. The (or, in the case of the Audited Financial Statements have been will be, when delivered) prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period involvedperiods covered thereby, subject, in the case of the Interim Financial Statements, to except for normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Company, and fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The balance sheet of the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP to the best of its abilityaudit adjustments.

Financial Statements. Complete (a) Section 3.6(a) of the Company Disclosure Letter includes true and complete copies of (i) the Company’s unaudited financial statements consisting of the balance sheet as of December 31, 2024 (the “Company Annual Balance Sheet”), together with related unaudited statements of operations, changes in stockholders’ equity and cash flows, and notes thereto, of the Company as at December 31 in the year 2014 and the related statements of income for the fiscal year then ended and (ii) the Company’s unaudited balance sheet as of September 30, 2025 (the “Unaudited Financial StatementsMost Recent Balance Sheet”), together with related unaudited statements of operations, changes in stockholders’ equity and unaudited financial statements consisting of the balance sheet cash flows, and notes thereto, of the Company as at July 31, 2015 and the related statements of income for the seventh- nine (9) month period then ended (the “Interim Financial Statements” clauses (i) and together with the Unaudited Financial Statements(ii), collectively, the “Financial StatementsCompany Financials”) are included in the Disclosure Schedules/have been delivered to Buyer). The Financial Statements have been Company Financials (i) were prepared to the best of Company’s ability in accordance with United States generally accepted accounting principles (“GAAP”) (except that the Company Financials may not have notes thereto and other presentation items that may be required by GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, and are subject to normal and recurring year-end adjustments that are not reasonably expected to be material in amount) applied on a consistent basis unless otherwise noted therein throughout the periods indicated and (the effect of which will not be materially adverseii) and the absence of notes (thatfairly present, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Company, and fairly present in all material respects respects, the financial condition position and operating results of the Company as of the respective dates they were prepared and for the results periods indicated therein. (b) The Company maintains a system of internal accounting controls designed to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of the operations financial statements of the Company for in conformity with GAAP and to maintain accountability of the periods indicated. The balance sheet Company’s assets, (iii) access to the assets of the Company as of December 31, 2014 Business is referred to herein as permitted only in accordance with management’s general or specific authorization and (iv) the “Balance Sheet” and recorded accountability for the date thereof as the “Balance Sheet Date” and the balance sheet assets of the Company as of July 31, 2015 Business is referred compared with the existing assets at regular intervals and appropriate action is taken with respect to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”any differences. The Company maintains a standard internal controls consistent with the practices of similarly situated private companies over financial reporting that provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes. (c) Section 3.6(c) of the Company Disclosure Letter lists, and the Company has delivered to Parent accurate and complete copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S-K under the Exchange Act) effected by the Company or by Seller or any of its Affiliates with respect to the Company Business. (d) There have been no formal internal investigations regarding financial reporting or accounting policies and practices discussed with, reviewed by or initiated at the direction of the chief executive officer or chief financial officer of Seller or any of its Affiliates (with respect to the Company Business) or by the Company, the Company Board or any committee thereof. Neither Seller nor any of its Affiliates (with respect to the Company Business) nor the Company nor any of their respective independent auditors have identified (i) any significant deficiency or material weakness in the design or operation of the system of internal accounting established and administered in accordance controls utilized by Seller or any of its Affiliates (with GAAP respect to the best Company Business) or by the Company, (ii) any fraud, whether or not material, that involves the Company, the Company Business, any management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Seller and its Affiliates (with respect to the Company Business) or the Company or (iii) any claim or allegation regarding any of the foregoing. (e) Neither Seller nor any of its abilityAffiliates (with respect to the Company Business) nor the Company has received or otherwise obtained any written, oral, complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Seller or its Affiliates (with respect to the Company Business) or the Company or its internal accounting controls, including any complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or auditing practices. There has been no fraud, whether or not material, involving any member of the board of directors or any officer of Seller or any of its Affiliates (with respect to the Company Business) or the Company or any employee of the Company who has a significant role in the Company Business’s internal control over financial reporting.

Financial Statements. Complete copies Each of (i) the audited consolidated financial statements of the Company’s unaudited , for the fiscal year ended March 31, 2012, consisting of a consolidated balance sheet and the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for such fiscal year (the “Audited Financial Statements”), and (ii) consolidated financial statements consisting of the balance sheet of the Company as at for the nine month period ended December 31 in the year 2014 31, 2012, consisting of a consolidated balance sheet and the related consolidated statements of income operations, stockholders’ equity (deficit) and cash flows for the year such nine month period then ended (the “Unaudited Financial Statements”)” and, and unaudited financial statements consisting of the balance sheet of the Company as at July 31, 2015 and the related statements of income for the seventh- month period then ended (the “Interim Financial Statements” and together with the Unaudited Audited Financial Statements, the “Financial Statements”), (a) are included comply as to form in all material respects with applicable accounting requirements and published rules and regulations of the Disclosure Schedules/have been delivered to Buyer. The Financial Statements Commission with respect thereto; (b) have been prepared to the best of Company’s ability in accordance with GAAP GAAP, except where noted with respect to the Unaudited Financial Statements, applied on a consistent basis throughout the period involved, periods covered thereby (subject, in the case of the Interim Unaudited Financial Statements, Statements to normal and recurring year-end adjustments and other adjustments required by the Company’s independent auditors (the effect of which that will not be materially adverse) material in amount or effect), and the absence of notes all required footnotes thereto (that, if presented, would not differ materially from those presented included in the Audited Financial Statements). The Financial Statements are based on the books ); and records of the Company, and (c) fairly present in all material respects the consolidated financial condition condition, stockholders’ equity and results of operations and cash flows (as applicable) of the Company Debtors as of the respective dates they were prepared thereof and the results of the operations of the Company for the periods indicatedreferred to therein. The balance sheet True and correct copies of the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP Financial Statements have been made available to the best of its abilityInvestors.

Financial Statements. Complete copies As of their respective filing dates, the financial statements (including any related notes) contained or incorporated by reference in the SEC Reports (i) complied as to form in all material respects with the Securities Act and the Exchange Act, as applicable, and the published rules and regulations of the Company’s unaudited financial statements consisting of the balance sheet of the Company as at December 31 in the year 2014 and the related statements of income for the year then ended Commission applicable thereto, (the “Unaudited Financial Statements”), and unaudited financial statements consisting of the balance sheet of the Company as at July 31, 2015 and the related statements of income for the seventh- month period then ended (the “Interim Financial Statements” and together with the Unaudited Financial Statements, the “Financial Statements”ii) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been were prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout (except as may be indicated in the period involved, subjectnotes to such financial statements or, in the case of unaudited financial statements, as permitted by Form 10-Q of the Interim Financial StatementsCommission, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that are not reasonably expected to be material in amount) applied on a consistent basis unless otherwise noted therein throughout the periods indicated and (the effect of which will not be materially adverseiii) and the absence of notes (thatfairly present, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Company, and fairly present in all material respects respects, the consolidated financial condition position of the Company as of the respective dates they were prepared thereof and the results of the operations and cash flows of the Company for the periods indicatedcovered thereby. The balance sheet Other than as expressly disclosed in the SEC Reports filed prior to the date hereof, there has been no material change in the Company’s accounting methods or principles that would be required to be disclosed in the Company’s financial statements in accordance with GAAP. Except as set forth in (i) the consolidated financial statements of the Company included in the SEC Reports filed prior to the date hereof, (ii) that certain Advisory Agreement, dated February 22, 2023, by and between the Company and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (the “▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Agreement”), (iii) that certain Agreement, dated October 6, 2022, by and between the Company and Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. (the “Ladenburg Agreement”), and (iv) Schedule 3.1(h) attached hereto, as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as of this Agreement, the “Balance Sheet Date” Company has not incurred any liabilities, contingent or otherwise, except those incurred in the Ordinary Course of Business since the date of such financial statements, none of which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect. The books of account and the balance sheet other financial records of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP to the best each of its abilitySubsidiaries are true and complete in all material respects.

Financial Statements. Complete (a) True and complete copies of the Company’s unaudited financial statements consisting of the audited balance sheet sheets of the Company as at December 31 in the year 2014 of March 31, 2002, 2003 and 2004 and the related audited income statements and statements of income cash flows for the year then fiscal years ended March 31, 2002, 2003 and 2004, respectively (collectively, the “Unaudited Annual Financial Statements”), and unaudited financial the internally prepared balance sheets and income statements consisting of the balance sheet of the Company as at July of August 31, 2015 2004 and the related statements of income for the seventh- month period five (5) months then ended (the “Interim Financial Statements” and together with the Unaudited Financial Statements, ”) are attached hereto as Schedule 4.05(a) (collectively the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer). The Financial Statements are, and the Monthly Financial Statements, when delivered, will be, true, correct and complete, and have been been, or will have been, prepared to from the best books and records of Company’s ability the Company in accordance with GAAP consistently applied on a consistent basis throughout except for the period involved, subject, absence of notes and year end adjustments in the case of the Interim Financial Statements and the Monthly Financial Statements. The balance sheets included in the Financial Statements fairly present, and the Monthly Financial Statements, to normal and recurring year-end adjustments (the effect of which when delivered, will not be materially adverse) and the absence of notes (thatfairly present, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Company, and fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared thereof, and the income statements and statement of cash flows included therein, when delivered, will fairly present the results of the operations of the Company for the periods indicated. The balance sheet of the Company as of December 31Financial Statements contain and reflect adequate provisions for all reasonably anticipated liabilities and adequate reserves for all reasonably anticipated losses, 2014 is referred costs and expenses in accordance with GAAP, including reserves for uncollectible accounts receivable, reserves related to herein as the “Balance Sheet” general liability, automobile liability and workers’ compensation obligations and claims under Extended Service Plans in effect on the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. hereof. (b) The Company maintains a standard system of internal accounting established controls and administered procedures that the management of the Company reasonably believes is sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the best recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Schedule 4.05(b) sets forth a true and correct list of its abilityall non-audit services set forth in Section 201 of Title II of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (i) performed by Ernst & Young LLP on behalf of the Company since ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) performed by KPMG LLP on behalf of the Company since the date on which it was first engaged to perform any services on behalf of the Company, and (iii) for which any outside accounting firms are currently engaged to perform on behalf of the Company.

Financial Statements. Complete copies Each of the Company’s unaudited consolidated financial statements consisting (including, in each case, any related notes thereto) contained in the Company SEC Documents (the "COMPANY FINANCIAL STATEMENTS"), including each Company SEC Document filed after the Agreement Date until the Closing, (i) complied, as of their respective dates of filing with the SEC, as to form in all material respects with the published rules and regulations of the balance sheet of the Company as at December 31 in the year 2014 and the related statements of income for the year then ended SEC with respect thereto, (the “Unaudited Financial Statements”), and unaudited financial statements consisting of the balance sheet of the Company as at July 31, 2015 and the related statements of income for the seventh- month period then ended (the “Interim Financial Statements” and together with the Unaudited Financial Statements, the “Financial Statements”ii) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been was prepared to the best of Company’s ability in accordance with GAAP (except in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q or Form 8-K) applied on a consistent basis throughout the period involved, subject, periods involved (except as may be indicated in the case notes thereto), and (iii) fairly presented in all material respects the consolidated financial position of Company and its Subsidiaries as at the Interim Financial Statements, respective dates thereof and the consolidated results of Company's and its Subsidiaries' operations and cash flows for the periods indicated (except that the unaudited interim financial statements were subject to normal and recurring year-end and quarter-end adjustments (the effect of which will were not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statementsmaterial). The Financial Statements are based on the books and records of the Company, and fairly present Except as reflected in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The balance sheet of the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as dated September 30, 2005 included in the Form 10-Q filed by the Company with the SEC on November 7, 2005 (the "COMPANY BALANCE SHEET") (or described in the notes thereto), neither the Company nor any of July 31, 2015 is referred its Subsidiaries has any Liabilities of any nature that would be required to herein as be disclosed on a consolidated balance sheet of the “Interim Balance Sheet” Company and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered its Subsidiaries prepared in accordance with GAAP consistently applied, except (i) Liabilities incurred since September 30, 2005 in the ordinary course of business consistent with past practice, (ii) Liabilities under a Company Material Contract (as defined in Section 3.12 below) set forth on Schedule 3.4(b) of the Company Disclosure Letter or under a Contract entered into to by the Company or any of its Subsidiaries subsequent to the best Agreement Date not in violation of its abilitySection 5.2(a) below, (iii) Liabilities reserved against in the Company Balance Sheet (but only to the extent of such reserve), (iv) Liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (v) Liabilities which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company.

Financial Statements. Complete copies of (a) Seller has made available to Purchaser the Company’s unaudited following financial statements consisting of the balance sheet of the Company as at December 31 in the year 2014 and the related statements of income for the year then ended information (collectively the “Unaudited Company Financial Statements”), and unaudited financial statements consisting of the balance sheet of the Company as at July 31, 2015 and the related statements of income for the seventh- month period then ended ): (the “Interim Financial Statements” and together with the Unaudited Financial Statements, the “Financial Statements”i) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been prepared to the best of Company’s ability in accordance with GAAP applied Statement of Balance Sheet for fiscal year starting from January 1, 2016 and ending on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Company, and fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The balance sheet of the Company as of December 31, 2014 is 2016; (ii) Company’s Statement of Profit and Loss for fiscal year starting from January 1, 2016 and ending on December 31, 2016; (iii) Company’s Statement of Changes in Net Assets for fiscal year starting from January 1, 2016 and ending on December 31, 2016; (b) December 31, 2016 shall be referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is such date shall be referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered Financial Statements are prepared in accordance with GAAP Japanese GAAP, applied on a consistent basis, and fairly present in all material aspects the balance sheet of the Company, the related statements of earnings, retained earnings and cash flows (including any related notes), financial status, results of the business and operation of the Company as of the Balance Sheet Date and for the period presented therein in conformity with Japanese GAAP, applied on a consistent basis, except as otherwise noted therein. Also, the standards and treatment of provisions with regard to the best reserve for bad debt in the Company Financial Statements are also carried out in accordance with its accounting policies. Except as set forth on Section 3.5(b) of its abilitythe Company Disclosure Schedule, all books of account, minutes, stock record books, and other records of the Company have been maintained in accordance with applicable Laws in all material respects. (c) All of the Company's inventories, materials, and supplies consist of items of quality and quantity, in good condition and usable or salable in the Ordinary Course of Business. The values of the inventories stated in the financial statements reflect the Company's normal inventory valuation policies and were determined in accordance with generally accepted accounting principles, practices, and methods consistently applied. The quantities of each item of inventory are not excessive, but are reasonable in the present circumstances of the Company.

Financial Statements. Complete copies of 5.4.1. The Company has delivered to Parent the Company’s unaudited following financial statements consisting of and notes (collectively, the balance sheet of the "Company as at December 31 in the year 2014 and the related statements of income for the year then ended (the “Unaudited Financial Statements”), and unaudited financial statements consisting of the balance sheet of the Company as at July 31, 2015 and the related statements of income for the seventh- month period then ended (the “Interim Financial Statements” and together with the Unaudited Financial Statements, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer"): 5.4.1.1. The Financial Statements have been prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Company, and fairly present in all material respects the financial condition consolidated audited balance sheets of the Company as of the respective dates they were prepared December 31, 1999, and 2000, and the results related audited statements of the operations and statements of stockholders' equity of the Company for the periods indicatedyears then ended, together with the notes thereto and the unqualified report and opinion of a recognized firm of independent certified accountants relating thereto; 5.4.1.2. The the unaudited balance sheet of the Company as of December 31, 2014 is referred to herein as 2001 (the “"Unaudited Balance Sheet” "), and the date thereof as related unaudited statement of operations of the “Balance Sheet Date” and Company for the twelve months then ended; and 5.4.1.3. A trial balance sheet dated as of January 31, 2002 (the "Trial Balance Sheet"). 5.4.2. The Company Financial Statements are accurate and complete in all material respects and present fairly the financial position of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” respective dates thereof and the date thereof as results of operations of the “Interim Balance Sheet Date”Company for the periods covered thereby. The Company maintains a standard system of accounting established and administered Financial Statements have been prepared in accordance with GAAP US generally accepted accounting principles consistently applied throughout the periods covered and comply with the requirements of all applicable US regulations, except that the Unaudited Balance Sheet and the Trial Balance Sheet may not contain all footnotes required by generally accepted accounting principles or normal year-end adjustments. 5.4.3. All proper and necessary books of account, minute books, registers and records have been maintained by the Company, are in its possession and contain accurate information relating to all material transactions to which the best Company has been a party, except where the failure to maintain such books of its abilityaccount, minute books, registers and records would not have a Material Adverse Effect on the Company. 5.4.4. A complete list of the Company's debts and loan facilities as of the date of the Balance Sheet, is set forth in Part 5.4.4 of the Disclosure Schedule.

Financial Statements. Complete copies The Company shall provide SPAC (a) as promptly as practicable after the date of this Agreement (in any event, no later than June 15, 2022) the audited statement of financial position of the Company’s unaudited financial Company and the audited statements consisting of the balance sheet profit or loss, comprehensive income, changes in equity and cash flows of the Company as at December 31 in the year 2014 of and the related statements of income for the year then periods ended (the “Unaudited Financial Statements”)December 31, 2020 and December 31, 2021, together with all related notes and scheduled thereto, and unaudited financial statements consisting (b) as promptly as practicable after the date of determination of the balance sheet necessity thereof, any other audited or unaudited statement of financial position of the Company as at July 31, 2015 and the related statements of income for profit or loss, comprehensive income, changes in equity and cash flows of the seventh- month period then ended (the “Interim Financial Statements” and together with the Unaudited Financial Statements, the “Financial Statements”) Company that are required to be included in the Disclosure SchedulesForm F-4 or the Proxy Statement/have been delivered Prospectus. All financial statements referred to Buyer. The Financial Statements have been prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case preceding sentence of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which this Section 8.5(i) will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Company, and fairly present in all material respects the financial condition position of the Company as of the respective dates they were prepared hereof, and the results of the operations of the Company its operations, income (loss), shareholders’ equity and cash flows for the respective periods indicated. The balance sheet then ended (in the case of the Company as of December 31any unaudited interim financial statements, 2014 is referred subject to herein as the “Balance Sheet” normal year-end audit adjustments and the date thereof as the “Balance Sheet Date” and the balance sheet absence of the Company as of July 31footnotes), 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered (ii) will be prepared in accordance with GAAP to the best IFRS applied on a consistent basis during the periods involved, (iii) in the case of its abilityany audited financial statements, will be audited in accordance with the standards of the Public Company Accounting Oversight Board and contain an unqualified report of the Company’s auditor and (iv) 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 the respective dates thereof (including Regulations S-X or Regulation S-K, as applicable.)

Financial Statements. Complete copies (a) Section 5.3(a) of the Company’s unaudited financial statements consisting Disclosure Schedule contains (i) the audited consolidated balance sheets of the balance sheet Biolase and its Subsidiaries, as of the Company as at December 31 in the year 2014 31, 2023 and the related audited statements of income operations and cash flows for the year fiscal years then ended (collectively, the “Unaudited Audited Financial Statements”), and unaudited financial statements consisting of (ii) the internally prepared consolidated balance sheet of the Company Business as at July 31of June 30, 2015 2024 (the “Balance Sheet” and such date, the “Balance Sheet Date”) and related statements statement of income and cash flow and stockholders’ equity for the seventh- month six (6)-month period then ended June 30, 2024 (the “Interim Financial Statements” and together with the Unaudited Audited Financial Statements, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer). The Financial Statements have been prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period involvedinvolved (except as may be specifically set forth in the notes thereto, and subject, in the case of the Interim Financial Statements, to the absence of footnotes and normal and recurring year-end audit adjustments (the effect of which will not be materially adverseand to any other adjustments described therein) and the absence of notes (thatfairly present, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Company, and fairly present in all material respects respects, the consolidated financial condition position of the Company Business as of the respective dates they were prepared thereof and the consolidated results of the operations of the Company for the periods indicated. The balance sheet of the Company as of December 31then ended, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP (except as may be specifically set forth in the notes thereto, and subject, in the case of the Interim Financial Statements, to the best absence of its abilityfootnotes and normal year-end audit adjustments and to any other adjustments described therein). None of the Financial Statements contains any material, non-recurring items of revenue or gain outside the Ordinary Course of Business, except as expressly set forth therein. (b) There have been no instances of fraud, intentional misconduct or corporate misappropriation relating to the Financial Statements, the preparation thereof or operations of the Business, or any allegations thereof, that involve (i) any U.S. employee or member of management of the Business who has a material role in the Business’s system of internal control over financial reporting or (ii) to the Knowledge of Seller any other U.S. employee or member of management.

Financial Statements. Complete copies (a) The Company has delivered to Parent the following financial statements and notes (collectively, the “Company Financial Statements”): (i) The unaudited balance sheets of the Company’s Company as of December 31, 2013 and 2012, and the related unaudited financial income statements, statements consisting of stockholders’ equity and statements of cash flows of the Company for the years then ended; (ii) the unaudited balance sheet of the Company as at December 31 in of the year 2014 and the related statements of income for the year then ended Interim Balance Sheet Date (the “Unaudited Financial StatementsInterim Balance Sheet”), and the related unaudited financial statements consisting income statement of the Company for the six months then ended; and (iii) the estimated unaudited balance sheet of the Company as at July 31, 2015 of the Closing Date (which shall be delivered after the date of this Agreement but prior to the Closing Date). (b) The Company Financial Statements are accurate and complete in all material respects and present fairly the financial position of the Company as of the respective dates thereof and the related results of operations and (in the case of the financial statements referred to in Section 2.4(a)(i)) cash flows of income the Company for the seventh- month period then ended (the “Interim Financial Statements” and together with the Unaudited Financial Statements, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyerperiods covered thereby. The Company Financial Statements have been prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period involved, subject, periods covered (except that the Company Financial Statements do not contain footnotes and the financial statements referred to in the case of the Interim Financial Statements, Section 2.4(a)(ii) are subject to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements)audit adjustments. The Financial Statements are based on the books and records of the Company, and fairly present in all material respects the financial condition None of the Company Financial Statements contains any material items of special or nonrecurring income except as of expressly specified therein. All costs and expenses incurred in generating the revenues reflected in the unaudited income statements during the respective dates they were prepared and periods covered thereby which are required by GAAP to be reflected in the results of the operations of the Company for the periods indicated. The balance sheet of the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. unaudited income statements are so reflected. (c) The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the best of its abilityrecorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

Financial Statements. Complete copies (a) The Company has Made Available to Acquiror (a) audited balance sheets, statements of the Company’s unaudited financial operations, statements consisting of the balance sheet cash flows and statements of convertible preferred stock and stockholders’ deficit of the Company as at of and for each of the fiscal years ended December 31 in the year 2014 31, 2002, 2003 and 2004 (including related footnotes and the related statements opinion of income Ernst & Young with respect thereto) and (b) an unaudited balance sheet, statement of operations, statement of cash flows and statement of stockholders’ deficit of the Company as of and for the year then interim period ended on the Balance Sheet Date (collectively, the financial statements described in clauses “(a)” and “(b)” being referred to in this Agreement as the “Unaudited Company Financial Statements”), and unaudited financial statements consisting of the balance sheet of the Company as at July 31, 2015 and the related statements of income for the seventh- month period then ended (the “Interim Financial Statements” and together with the Unaudited Financial Statements, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer. The Company Financial Statements have been prepared (and the financial statements referred to the best of Company’s ability in accordance Section 6.5(c) will be prepared) in conformity with GAAP applied on a basis consistent basis throughout with prior accounting periods (except for normal, recurring period-end adjustments that could not be reasonably expected to be material and except that the period involvedCompany Financial Statements that are unaudited do not include all required footnotes), subject, are (and in the case of the Interim Financial Statements, financial statements referred to normal in Section 6.5(c) will be) accurate and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Company, and fairly present complete in all material respects and fairly present (and in the case of the financial condition statements referred to in Section 6.5(c) will fairly present) the financial position, results of operations and changes in financial position of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The balance sheet of Company has no Liabilities that are not fully reflected or reserved against in the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” , except Liabilities under the Operative Documents and Liabilities incurred since the date thereof as the “Balance Sheet Date” Date in the ordinary course of business and consistent with past practice that are not in excess of $250,000 in the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”aggregate or $100,000 individually. The Company maintains a standard system systems of accounting established that are adequate for its business. The Company is not a guarantor, indemnitor, surety or other obligor of any indebtedness of any other Person. (b) There are no (and administered there have not at any time been any) securitization transactions or “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S-K of the SEC) effected or maintained in effect by the Company. (c) The Company maintains books and records reflecting its Assets and Liabilities that are accurate and complete and maintains adequate internal accounting controls so that: (i) transactions are entered into only with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the financial statements of the Company and to maintain accountability for the Assets and Liabilities of the Company; (iii) access to the Assets of the Company is permitted only in accordance with GAAP to management’s authorization; (iv) the best reporting of its abilitythe Assets and Liabilities of the Company is compared with existing Assets and Liabilities at regular intervals; and (v) all Assets, Liabilities, rights, obligations and transactions are recorded accurately.

Financial Statements. Complete copies of (a) Attached hereto as Schedule 2.5(a) are the Company’s following financial statements: (i) the unaudited financial statements consisting of the combined balance sheet of the Company and its Subsidiaries as at December 31 in of September 30, 2023 (the year 2014 “Latest Balance Sheet”), and the related statements of income and cash flows (or the equivalent) for the year nine (9)-month period then ended ended; and (ii) the “Unaudited Financial Statements”), and unaudited financial statements consisting of the combined balance sheet of the Company and its Subsidiaries as at July of December 31, 2015 2022 and December 31, 2021, and the related statements of income and cash flows (or the equivalent) for the seventh- month period fiscal years then ended ended. (b) The foregoing financial statements (including in all cases the “Interim Financial Statements” and together with the Unaudited Financial Statements, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (thatthereto, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Company, and any) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the respective dates they were prepared thereof and the results of the operations operating results, cash flows and retained earnings of the Company and its Subsidiaries for the periods indicated. The balance sheet of the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” covered thereby and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby, subject to the best absence of footnote disclosures and changes resulting from normal year-end adjustments for recurring accruals (none of which footnote disclosures or changes would, alone or in the aggregate, be materially adverse to the business, operations, assets, Liabilities, financial condition, operating results, value, cash flow or net worth of the Company and its abilitySubsidiaries taken as a whole). The reserves reflected in the financial statements referenced above are adequate, appropriate, specific and reasonable and have been calculated in a consistent manner in accordance with GAAP. (c) The Company and its Subsidiaries have established and adhered to a system of internal accounting controls which is designed to provide assurance regarding the reliability of financial reporting. There has never been (i) any significant deficiency or weakness in any system of internal accounting controls used by the Company or its Subsidiaries, (ii) any fraud or other wrongdoing that involves any of the management or other employees of the Company or its Subsidiaries who have a role in the preparation of financial statements or the internal accounting controls used by the Company or its Subsidiaries or (iii) any claim or allegation regarding any of the foregoing. (d) All accounts receivable of the Company and its Subsidiaries (including costs incurred and income recognized in excess of ▇▇▇▇▇▇▇▇) (i) are bona fide and valid receivables arising from sales actually made or services actually performed, in each case, on an arm’s length basis, and were incurred in the ordinary course of business, (ii) are properly reflected on the Company’s books and records and balance sheets in accordance with GAAP consistently applied and (iii) are not subject to any setoffs, counterclaims, credits or other offsets, and are current and collectible and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the Latest Balance Sheet (rather than in the notes thereto). Except as set forth on Schedule 2.5(d), 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 Company or its Subsidiaries with respect to any accounts receivable other than in the ordinary course of business. There is no pending contest or dispute with respect to the amount or validity or any amount of any such accounts receivable.

Financial Statements. Complete copies of the Company’s unaudited (i) The audited consolidated financial statements consisting of the balance sheet and related notes of the Company as at December 31 contained in the year 2014 and the related statements of income Form 10-KSB for the year then ended (December 31, 2006 and the “Unaudited Financial Statements”), and unaudited consolidated financial statements consisting of and related notes in the balance sheet of the Company as at July 31, 2015 and the related statements of income Form 10-QSB for the seventh- month period then nine months ended September 30, 2007 (the “Interim Financial Statements” and together with the Unaudited Financial Statementscollectively, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer. The prepared in accordance with the applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing; the Financial Statements have been prepared to the best of Company’s ability in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis throughout during the period involvedperiods involved (“GAAP”), subject, except as may be otherwise specified in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The except that unaudited Financial Statements are based on may not contain all footnotes required by GAAP; the books and records of the Company, and Financial Statements fairly present in all material respects the financial condition condition, results of operations and cash flows of the Company and its consolidated subsidiaries as of and for the respective dates they were prepared thereof and the results of operations and cash flows for the operations periods then ended, subject, in the case of unaudited statements, to normal year-end audit adjustments; all other financial, statistical, and market and industry-related data included in the SEC Reports are based on or derived from sources that the Company reasonably believes to be reliable and accurate. (ii) Subsequent to the date of the Company’s audited financial statements filed for the year ended December 31, 2006, except as disclosed therein or in any subsequent SEC Report, (i) none of the Group Companies has incurred any liabilities, direct or contingent, that are material, individually or in the aggregate, to the Company, or has entered into any material transactions not in the ordinary course of business, (ii) there has not been any material decrease in the capital stock or any material increase in long-term indebtedness or any material increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (iii) there has not been any material adverse change in the properties, business, prospects, operations, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company for that do not disproportionately affect the periods indicated. The balance sheet Company, (y) the failure of the Company as to meet its financial projections or (z) the execution and delivery of December 31, 2014 is referred to herein as the “Balance Sheet” this Agreement and the date thereof as the “Balance Sheet Date” and the balance sheet consummation of the Company as transactions contemplated hereby (each of July 31clauses (i), 2015 (ii) and (iii), a “Material Adverse Change”). To the knowledge of the Company, there is referred no event that is reasonably likely to herein as occur in the “Interim Balance Sheet” and foreseeable future, which if it were to occur, could, individually or in the date thereof as the “Interim Balance Sheet Date”. The Company maintains aggregate, have a standard system of accounting established and administered in accordance with GAAP to the best of its abilityMaterial Adverse Change.

Financial Statements. Complete The Company has previously delivered to the Buyer, true and complete copies of the Company’s unaudited financial statements consisting of the its consolidated: (a) audited balance sheet of the Company as at December 31 in the year 2014 sheets and the related statements of income income, retained earnings and cash flows as of and for its fiscal years ended December 31, 2018, and 2019, including all applicable footnotes; and (b) unaudited interim balance sheets and statements of income, retained earnings and cash flows as of and for the year then nine month (9)-month period ended September 30, 2020 (the “Unaudited Financial Statements”), and unaudited financial statements consisting of the balance sheet of the Company as at July 31, 2015 and the related statements of income for the seventh- month period then ended (the “Interim Current Financial Statements” and and, together with the Unaudited Financial Statementsitems described in Section 4.07(a) above, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer). The Financial Statements have been prepared to in a manner consistent with the best books and records of Company’s ability the Company and each such Subsidiary and present fairly in all material respects the financial condition of the Company and each such Subsidiary (on a consolidated basis) as at the end of the covered periods and the results of its operations and its cash flows for the covered periods. The Financial Statements have been prepared in accordance with GAAP applied International Financial Reporting Standards (“IFRS”), on a consistent basis throughout the period involvedcovered periods, subject, in the case of the Interim Current Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited year-end Financial Statements). The Except as and to the extent disclosed in the Current Financial Statements are based on Statements, neither the books and records of the Company, and fairly present in all material respects the financial condition Company nor any Subsidiary of the Company as has any Liabilities required to be disclosed on the face of the respective dates they were a balance sheet prepared and the results in accordance with IFRS, of the operations of any type other than (i) executory obligations under agreements by the Company for or the periods indicated. The balance sheet Subsidiary that would not be required to be set forth in accordance with IFRS and (ii) Liabilities incurred in the ordinary course of the Company as of December 31business since September 30, 2014 is referred to herein as 2020 (the “Balance Sheet” Financial Statement Date”) and which are not, individually or in the date thereof aggregate, material in amount. Except as the “Balance Sheet Date” and set forth in the balance sheet of the Current Financial Statements the Company as and its Subsidiaries do not have, and have not incurred, any Indebtedness, whether direct or indirect, fixed or contingent (other than accrued expenses and trade payables and similar Liabilities incurred in the ordinary course of July 31business the Financial Statement Date and which are not, 2015 is referred to herein as individually or in the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered aggregate, material in accordance with GAAP to the best of its abilityamount.)

Financial Statements. Complete copies of the Company’s Schedule 3.1(f) contains an unaudited financial statements consisting of the balance sheet of Performance Packaging as of May 31, 2010 (the Company as at December 31 in the year 2014 “Recent Balance Sheet”) and the related statements an unaudited statement of income for the year five months then ended (the “Unaudited Financial Statements”ended. Except as set forth in Schedule 3.1(f), and unaudited such financial statements consisting of the balance sheet of the Company as at July 31, 2015 and the related statements of income for the seventh- month period then ended (the “Interim Financial Statements” and together with the Unaudited Financial Statements, the “Financial Statements”i) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been were prepared to the best of Company’s ability in accordance with GAAP (except for the absence of footnote disclosure and certain year-end adjustments), as in effect on the date of such financial statements and applied on a basis consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Companywith past practices, and (ii) fairly present present, in all material respects respects, the financial condition and results of the Company operations of Performance Packaging as of the respective dates they date thereof and for the period covered thereby after giving effect to certain estimated allocations and charges for services described in Schedule 3.1(f). To the knowledge of Parent, Performance Packaging has no direct or indirect indebtedness or liabilities, obligations, claims against it, damages, deficiencies, or other losses, of any nature, whether known, absolute, accrued, contingent or otherwise (including based on strict liability, negligence, breach of warranty (express or implied), breach of contract or otherwise), and whether due or to become due, except for those of any of the following types: (A) those reflected or reserved against in the Recent Balance Sheet; (B) those that were prepared sustained or incurred after the date of the Recent Balance Sheet in the ordinary course of Business; (C) those disclosed in the Schedules hereto; (D) those that would be within the scope of the representations and warranties set forth in Section 3.1 but are not required to be disclosed on a Schedule hereto as a result of exceptions, exclusions or qualifications in or to such representations and warranties (it being understood that such exceptions, exclusions and qualifications may result from not meeting materiality thresholds with unspecified dollar amounts, not meeting specified dollar amounts, qualifications to disclosure due to lack of knowledge or similar matters); (E) those relating to the performance or payment under the executory portion of any Contract to which Performance Packaging is bound; and (F) those that, whether taken alone or in the aggregate, are not material to the financial condition or operating results of the operations of the Company for the periods indicated. The balance sheet of the Company Performance Packaging taken as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP to the best of its abilitywhole.

Financial Statements. Complete (a) Set forth on Section 5.8(a) of the Seattle Disclosure Schedule are copies of the Company’s combined unaudited financial statements consisting pre-tax balance sheets of the balance sheet Seattle Business as of October 31, 2014, October 31, 2015 and April 30, 2016, and the unaudited combined pre-tax statement of income of the Company as at December 31 in Seattle Business for the year fiscal years ended October 31, 2014 and the related statements of income October 31, 2015 and for the year then six months ended April 30, 2016 (collectively, the “Unaudited Seattle Financial Statements”), and unaudited financial statements consisting of the balance sheet of the Company as at July 31, 2015 and the related statements of income for the seventh- month period then ended (the “Interim Financial Statements” and together with the Unaudited Financial Statements, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer. The Seattle Financial Statements have been prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially were derived from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of Houston and its Subsidiaries and were prepared on a stand-alone basis in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the Companyabsence of footnotes and income tax adjustments, as at the dates and for the periods presented, and present fairly in all material respects the pre-tax financial position and pre-tax results of operations of the Seattle Business as at the dates and for the periods presented. (b) When delivered pursuant to Section 7.17, the Audited Financial Statements shall have been prepared in accordance with GAAP, consistently applied, and shall present fairly in all material respects the financial condition position, results of operations and cash flows of the Company Seattle Business as of at the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The presented. (c) As of the date hereof, neither Seattle nor any of the Seattle Subsidiaries is required to file any form, report, registration statement, prospectus or other document with the SEC. (d) There is no undisclosed material Liability of the Seattle Entities of a type required to be reflected or reserved for on a consolidated balance sheet of the Company as of December 31, 2014 is referred to herein as Seattle Business or in the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered notes thereto prepared in accordance with GAAP to GAAP, except for (i) Liabilities reflected or reserved for in the best Seattle Financial Statements; (ii) Liabilities that have arisen since April 30, 2016 in the ordinary course of its abilitythe operation of the Seattle Business; (iii) Liabilities arising out of or in connection with this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby; or (iv) Liabilities, individually or in the aggregate, that have not had and would not have a Seattle Material Adverse Effect.

Financial Statements. Complete (a) Section 4.7 of the Company Disclosure Letter contains true and complete copies of the Company’s unaudited financial statements consisting audited, consolidated balance sheets of the balance sheet Stockholder and its Subsidiaries (collectively, the “Finance Entities”) as of the Company as at December 31 in the year 2014 31, 2022 and 2021 and the related audited, consolidated statements of operations and comprehensive income (loss), consolidated statements of owners’ equity and consolidated statements of cash flows of the Finance Entities for the year then years ended December 31, 2022 and 2021 (collectively, the “Unaudited Historical Financial Statements”), and the unaudited financial statements consisting of the balance sheet of the Company Finance Entities as at July of March 31, 2015 2023 (the “Last Balance Sheet”) and the related statements unaudited income statement of income the Finance Entities for the seventh- month three (3)-month period then ended March 31, 2023 (the “Interim Financial Statements” ”, and together with the Unaudited Historical Financial Statements, the “Financial Statements”) are ). Each of the consolidated balance sheets included in the Disclosure Schedules/have been delivered to BuyerFinancial Statements fairly present, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the other related statements included in the Financial Statements fairly present, in all material respects, the results of their consolidated operations and cash flows for the periods indicated. The Each of the Financial Statements have been prepared to from the best books and records of Company’s ability the Company and, except as may be indicated in the notes thereto, have been prepared in accordance with GAAP consistently applied on a consistent basis throughout the period involvedin all material respects, subject, and in the case of the Interim Financial Statements, to with the exception of the absence of recurring normal and recurring year-end adjustments (audit adjustments, the effect of which will not would not, individually or in the aggregate, be materially adverse) material to the Company and the absence of its Subsidiaries, taken as a whole, and certain notes or other textual disclosures required under GAAP (thatwhich, if presented, would not differ materially from those presented in alter the Audited Financial Statementsfinancial condition or financial results of the Company and its Subsidiaries). The Financial Statements are based on comply in all material respects with the books requirements of Item 9.01(a) of Form 8-K. (b) Stockholder has no employees and records no liabilities, assets, operations or business activities other than (i) ownership of all of the issued and outstanding shares of common stock of the Company, (ii) obligations incident to the maintenance of its existence as a limited partnership and fairly present in all material respects the financial condition administration of the plan governing the Management Holdings Profits Interest Incentive Plan and (iii) its obligations under this Agreement or any Company as Document to which it is a party. (c) The Company has established and maintains a system of internal controls. Such internal controls are sufficient to provide reasonable assurance regarding the reliability of the respective dates they were prepared Company’s financial reporting and the results preparation of the operations Company’s financial statements for external purposes in accordance with GAAP. There (i) is no significant deficiency or material weakness in the design or operation of internal controls utilized by the Company for the periods indicated. The balance sheet or any of the Company as of its Subsidiaries and (ii) is not, and since December 31, 2014 is referred to herein as 2020, there has not been, any illegal act or fraud, whether or not material, that involves management or other employees who have a significant role in the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP to the best of its abilityCompany’s internal controls.

Financial Statements. Complete copies (a) The audited financial statements of the Company’s unaudited financial statements consisting of the balance sheet of the Company as at December 31 in the year 2014 and the related statements of income Business for the year then periods ended September 30, 2005 and September 29, 2006 and included in Schedule 4.4 (the “Unaudited Financial Statements”), and unaudited financial statements consisting of the balance sheet of the Company as at July 31, 2015 and the related statements of income for the seventh- month period then ended (the “Interim Financial Statements” and together with the Unaudited Financial Statements, the “Financial Statements”) are included in and the Disclosure Schedules/financial statements for the period ended September 28, 2007 (the “Subsequent Financial Statements”) to be provided pursuant to Section 8.3(d) have been delivered to Buyer. The Financial Statements have been or will be prepared to the best of Company’s ability in all material respects in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments present fairly and accurately (the effect of which or will not be materially adversepresent fairly and accurately) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Company, and fairly present in all material respects the consolidated financial condition position and the consolidated results of operations and cash flows of the Company Business as of the respective dates they were prepared of and the results of the operations of the Company for the periods indicated. presented. (b) The balance sheet Sellers have devised and maintained systems of internal accounting controls with respect to the Company as of December 31, 2014 is referred Business sufficient to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered 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 GAAP and to maintain proper accountability for items, (iii) access to their property and assets is permitted only in accordance with management’s general or specific authorization and (iv) the best recorded accountability for items is compared with the actual levels at reasonable intervals and appropriate action is taken with respect to any differences. (c) None of its abilitythe Purchased Companies (or any Subsidiary of a Purchased Company) has any material Liabilities required to be reflected in the Financial Statements in accordance with GAAP, and whether due or to become due, except for: (i) Liabilities set forth on Schedule 4.4(c), (ii) Liabilities identified as such in the mostly recently dated balance sheet and footnotes, if any, included in the Subsequent Financial Statements, (iii) liabilities under the Material Contracts set forth in Schedule 5.13(a) and (iv) Liabilities that were incurred after September 28, 2007 in the Ordinary Course.