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 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 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 copies Each of the Company’s unaudited financial statements consisting of the consolidated balance sheet of the Company as at December 31 in the year 2014 sheets, and the related consolidated statements of income operations, cash flows and changes in equity, included or incorporated in the Fanhua SEC Reports: (a) complied as to form, as of its date of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (b) has been prepared from, and are in accordance with, the books and records of the Fanhua Group Companies in all material respects, (c) present fairly in all material respects the consolidated financial position of the Fanhua Group Companies as of the dates shown and the results of the consolidated operations, cash flows and changes in equity of Fanhua and the consolidated Fanhua Group Companies for the year then ended (the “Unaudited Financial Statements”), and unaudited financial statements consisting respective fiscal periods or as 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 involvedrespective dates therein set forth, subject, in the case of the Interim Financial Statementsany unaudited financial statements, to the omission of certain notes, exclusion of cash flow statements in the case of interim financial information and normal and recurring year-end and audit adjustments and (the effect of which will not be materially adversed) 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 has been 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 consistently applied during the periods involved, except as otherwise set forth in the notes thereto, subject, in the case of any unaudited financial statements, to the best omission of its abilitycertain notes, exclusion of cash flow statements in the case of interim financial information and normal year-end and audit adjustments. None of the Fanhua Group Companies has any Liabilities or obligations of any nature (absolute, accrued, contingent or otherwise) which do not have adequate reserves under GAAP in the financial statements described above, except for Liabilities that have arisen since December 31, 2022 in the ordinary and usual course of business and consistent with past practice and that, individually or in the aggregate, have not had and would not have a Fanhua Material Adverse Effect.

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 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 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 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 Each of the Company’s unaudited financial statements consisting of the consolidated balance sheet of the Company as at December 31 in the year 2014 sheets, and the related consolidated statements of income operations, cash flows and changes in equity, included or incorporated in the Puyi SEC Reports: (a) complied as to form, as of its date of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (b) has been prepared from, and are in accordance with, the books and records of the Puyi Group Companies in all material respects, (c) present fairly in all material respects the consolidated financial position of the Puyi Group Companies as of the dates shown and the results of the consolidated operations, cash flows and changes in equity of Puyi and the consolidated Puyi Group Companies for the year then ended (the “Unaudited Financial Statements”), and unaudited financial statements consisting respective fiscal periods or as 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 involvedrespective dates therein set forth, subject, in the case of the Interim Financial Statementsany unaudited financial statements, to the omission of certain notes, exclusion of cash flow statements in the case of interim financial information and normal and recurring year-end and audit adjustments and (the effect of which will not be materially adversed) 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 has been 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 consistently applied during the periods involved, except as otherwise set forth in the notes thereto, subject, in the case of any unaudited financial statements, to the best omission of its abilitycertain notes, exclusion of cash flow statements in the case of interim financial information and normal year-end and audit adjustments. No Puyi Group Company has any Liabilities or obligations of any nature (absolute, accrued, contingent or otherwise) which do not have adequate reserves under GAAP in the financial statements described above, except for Liabilities that have arisen since June 30, 2023 in the ordinary and usual course of business and consistent with past practice and that, individually or in the aggregate, have not had and would not have a Puyi Material Adverse Effect.

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 (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 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 (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 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 (a) The Company has made available to the Buyer complete and correct copies of (i) the Company’s unaudited financial statements consisting of the audited 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 31, 2023 (collectively, the “Unaudited Financial StatementsAudited Balance Sheet”), and unaudited financial statements consisting the related audited consolidated statement of income, statement of members' equity and statement of cash flows of the Company for the fiscal year ended December 31, 2023 (the “Audited Financial Statements”) and (ii) the unaudited consolidated balance sheet of the Company as at July March 31, 2015 2024 and the related statements unaudited consolidated statement of income income, statement of members' equity and statement of cash flows of the Company for the seventh- month interim period then ended March 31, 2024 (clause (ii), the “Interim Financial Statements” and Statements and, together with the Unaudited Audited Financial Statements, the “Financial Statements”). (b) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements (i) fairly present in all material respects the financial condition of the Company and its Subsidiaries, as of the dates thereof, and the results of operations of the Company and its Subsidiaries, for the periods related thereto, (ii) have been prepared to on the best basis of Company’s ability information derived from the books and records of the Company and its Subsidiaries and (iii) were prepared in accordance with GAAP in all material respects and consistently applied on a consistent basis throughout for the period involved, periods indicated (subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments adjustments, which are not, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, and the lack of footnotes thereto). (c) The accounts receivable of the Company (the effect of which “Accounts Receivable”) as reflected on the Financial Statements and as will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented reflected in the Audited Financial Statements)Estimated Closing Statement as part of the Closing Net Working Capital Adjustment arose or will arise in the Ordinary Course of Business and represent or will represent bona fide claims against commercial counterparties for sales and other charges. The Financial Statements Allowances for doubtful accounts and warranty returns have been prepared in accordance with GAAP consistently applied and in accordance with the Company’s past practice if such past practices are based on in accordance with GAAP. Subject to any reserves that would be in accordance with the books and records Accounting Principles, none of the Accounts Receivable is subject to any claim of offset, recoupment, set-off or counter-claim and, to the Knowledge of the Company, there are no facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. The accounts payable and fairly present accruals of the Company (the “Accounts Payable”) have been incurred or have arisen in the Ordinary Course of Business. No material amount of Accounts Payable of the Company is past due nor is the Company otherwise in default in its payment of any such amounts, except to the extent being contested in good faith. Since December 31, 2023 through the Closing Date, the Company has paid and will pay its Accounts Payable in the Ordinary Course of Business. (d) The Company and its Subsidiaries have established and maintained a system of internal accounting controls sufficient to provide reasonable assurances, in all material respects respects, of the reliability of financial reporting and the preparation of financial statements in conformity with GAAP. For the financial condition of periods commencing since January 1, 2021, neither the Company as nor its Subsidiaries or their independent auditors has identified any significant deficiencies or material weaknesses in the design or operation of the respective dates they were prepared and the results of the operations of internal controls over financial reporting. (e) Neither the Company for the periods indicated. The nor any of its Subsidiaries is party to, nor maintains, any material “off-balance sheet arrangements” within the meaning of Item 303(a) of Regulation S-K under the Exchange Act. (f) Since January 1, 2023 through the date hereof, neither 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 nor any of its abilitySubsidiaries has accelerated the collection of any material accounts receivable or delayed the payment of any material accounts payable, in each case, other than in the Ordinary Course of Business.

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 (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 (a) Attached hereto as Schedule 3.4(a) are to Company’s knowledge, true, correct and complete copies of the Company’s unaudited financial statements consisting (i) balance sheets for 2013 and 2014 fiscal years 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 StatementsBalance Sheet”), ) and unaudited financial (ii) income statements consisting for 2013 and 2014 fiscal years 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 StatementsIncome Statement,” and together collectively with the Unaudited Financial StatementsBalance Sheet and any accompanying notes, the “Financial Statements”) ), all of which were previously provided to Purchaser. To Company’s knowledge, the Financial Statements are included complete and fairly present the financial condition and results of operations, of Company as of and for the periods then ended. To Company’s knowledge, the Financial Statements accurately reflect all costs of any type or nature incurred by Company in the Disclosure Schedules/have been delivered to Buyeroperation of the Business. The To Company’s knowledge, the Financial Statements reflect the consistent application of accounting principles throughout the periods involved and have been prepared from and in accordance with the accounting records of Company. (b) Attached hereto as Schedule 3.4(b) are to the best Company’s knowledge, true, correct and complete copies 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 unaudited (the effect of which will not be materially adversei) 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 balance sheets as of the respective dates they were prepared third quarter of 2015 and the results of the operations of the Company for November 2015 (including year-to-date 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 fiscal year) (the “Interim Balance Sheet”), and (ii) income statements for the third calendar quarter (including year-to-date for the 2015 fiscal year) as well as November 2015 (including year-to-date for the 2015 fiscal year) (the “Interim Income Statement,” and collectively with the Interim Balance Sheet and any accompanying notes, the “Interim Financial Statements”). To Company’s knowledge, except as disclosed in the Interim Financial Statements or on Schedule 3.4(b) to this Agreement, using the same assumptions and methodology as the Financial Statements, and except for the absence of notes and normal year-end audit adjustments, (i) the Interim Balance Sheet fairly presents in all material respects on an unaudited basis the financial position of Company on a consolidated basis as of the date thereof as and (ii) the “Interim Balance Sheet Date”Income Statement is a fair representation in all material respects on an unaudited basis of the results of operations, of the Business on a consolidated basis for the period indicated. The Company maintains a standard system To Company’s knowledge, the Interim Financial Statements reflect the consistent application of accounting established principles throughout the periods involved and administered have been prepared from and in accordance with GAAP to the best accounting records of its abilityCompany.

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 copies Each of the Company’s unaudited audited consolidated financial statements consisting of the balance sheet and unaudited consolidated interim financial statements of the Company as at December 31 (including any related notes and schedules) included (or incorporated by reference) in its Annual Reports on Form 10-K for each of the year 2014 three fiscal years ended September 30, 1992, 1993 and 1994 and its Quarterly Reports on Form 10-Q for all interim periods during such period and subsequent thereto (collectively, the "Financial Statements") have been, and the related Company's financial statements of income for the fiscal year then ended (the “Unaudited Financial Statements”)September 30, 1995 to be delivered to Parent pursuant to Section 6.14 hereof shall have been, prepared from, and unaudited financial statements consisting of are or shall be (as the balance sheet case may be) in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply or shall comply (as at July 31, 2015 the case may be) in all material respects with applicable accounting requirements and the related statements of income for the seventh- month period then ended (the “Interim Financial Statements” and together with the Unaudited Financial Statementspublished rules and regulations of the SEC with respect thereto, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been or shall be (as the case may be) 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 (except as may be indicated in the period involved, notes thereto and subject, in the case of the Interim Financial Statementsquarterly financial statements, to normal and recurring year-end adjustments) and fairly present or shall fairly present (as the case may be), in conformity with GAAP applied on a consistent basis (except as may be indicated in the notes thereto), the consolidated financial position of the Company and its Subsidiaries as of the date thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its Subsidiaries for the periods presented therein (subject to normal 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 financial footnotes in the Audited Financial Statementscase of any unaudited interim 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) A true and complete copy of (i) the Company’s unaudited financial statements consisting of the balance sheet related to the Business as of the Company as at December 31 in the year 2014 and the related statements of income for the year then ended 31, 2012 (the “Unaudited Financial StatementsBalance Sheet Date”)) and December 31, 2011, and unaudited financial the statements consisting of the related revenues and expenses for fiscal years ended 2012 and 2011 and (ii) the unaudited balance sheet related to the Business as of November 30, 2013 and the statements of the Company as at July 31, 2015 related revenues and the related statements of income expenses for the seventh- eleven (11) month period then ended (the “Interim Financial Statements” and together with the Unaudited Financial Statementscollectively, the “Financial Statements”), are attached hereto as Schedule 3.5(a). (b) are included in Except as set forth on Schedule 3.5(b), the Disclosure Schedules/Financial Statements (i) have been delivered prepared in accordance with GAAP and (ii) fairly present the assets to Buyerbe sold and liabilities to be transferred and the related revenues and expenses of the Business in accordance with Seller’s and the Selling Affiliates’ accounting and bookkeeping practices subject to the absence of footnotes for the periods covered by the Financial Statements and normal year-end adjustments which will not be material. 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, subjectbasis, in the case of the Interim Financial Statementsall material respects, from period 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 period from those presented financial information contained in the Audited Financial Statements). The Financial Statements are based on the books Books and records of the Company, Records and present 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 of the Company Business as at the dates and for the respective periods indicated therein (other than adjustments relating to the items set forth on Schedule 3.5(b) and the absence of footnotes for the periods indicatedcovered by the Financial Statements and normal year-end adjustments which will not be material). The balance sheet Set forth on Schedule 3.5(b) is a true and correct statement of the Company allocation of operating expenses shared by the Business and Seller or any of Seller’s Affiliates or Seller’s other business divisions (if applicable). (c) Except as set forth on Schedule 3.5(c), 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 this Agreement, there are no payments or commitments to pay to any customer or potential customer of the Company Business any signing bonus, business development payment, upfront payment, stock lift commitment or similar payment or cost to obtain or retain business, which payment, cost or commitment to pay is in excess of Five Hundred Thousand Dollars ($500,000) individually or Two Million Dollars ($2,000,000) in the aggregate (irrespective of the number of years over which such payment or cost is payable) for all customers and potential customers of the Business, whether to be paid, committed to be paid, to be earned as a rebate over time, or to be settled by way of July 31credit notes, 2015 is referred to herein as in each case in respect of the “Interim Balance Sheet” and Business, which have not been accrued or accounted for in 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 abilityFinancial Statements.

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.

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 of the Company’s unaudited Disclosure Schedule sets forth the drafted audited consolidated balance sheet and statements of operations and cash flows for the Group as of and, where applicable, for each of the twelve-month periods ending December 31, 2013 and December 31, 2014 (collectively, the 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 (referred to above, the “Unaudited Audited Financial Statements”), ) and unaudited financial statements consisting management accounts as of and for the balance sheet of the Company as at July twelve-month period ending December 31, 2015 and the related statements of income for the seventh- month nine (9)-month period then ended ending on September 30, 2016 (the “Interim Financial StatementsManagement Accounts” and and, together with the Unaudited Audited Financial Statements, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer). The Audited 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 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, each Group Company and (ii) fairly present in all material respects the consolidated financial condition and position of the Company Group as of the respective dates they were prepared indicated therein and the consolidated results of the operations and cash flows of the Company Group for the periods indicatedindicated therein. 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 Management Accounts have been prepared in accordance with GAAP the books and records of the Group Companies and are fair and do not materially misstate the profits or losses of the Group for the financial period to which they relate. 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 good and collectible in the ordinary course of business in all material respects, net of any reserves shown on the Financial Statements (which reserves are adequate and were calculated on a basis consistent with US GAAP), 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. There is no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any accounts receivable of the Group Companies to the best Knowledge of its abilitythe Warrantors.

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 copies of (a) Attached to Schedule 3.05(a)(i) are (i) the Company’s unaudited financial statements consisting of the audited consolidated balance sheet of Seller and the Company Entities as at of December 31 in the year 2014 31, 2019 and December 31, 2018 and the related audited consolidated statements of income and cash flows 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- twelve-month period then ended (the “"Audited Financial Statements") and (ii) the unaudited consolidated balance sheet of the Company Entities, as of September 30, 2020 (the "Latest Balance Sheet") and related unaudited consolidated statements of income and cash flows for the 9-month period then ended (the "Interim Financial Statements” ", and together with the Unaudited Audited Financial Statements, the “"Financial Statements”) are included in "). Except as set forth on Schedule 3.05(a)(ii), 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 GAAP, consistently applied on a consistent basis throughout the period involvedperiods indicated, subjectand present fairly, in all material respects, the financial condition of Seller and the Company Entities or the Company Entities, as applicable, as of the dates and for the periods referred to therein, subject in the case of the Interim Financial StatementsStatements to (i) the absence of footnote disclosures required by GAAP, to and (ii) normal and recurring customary year-end adjustments required by GAAP, which would not be material, individually or in the aggregate. (b) No Company Entity has any Liabilities, except (i) Liabilities set forth on the effect Latest Balance Sheet, (ii) Liabilities that were incurred after the date of the Latest Balance Sheet in the ordinary course of business consistent with past practice (none of which will not be materially adverse) and the absence of notes (thatresults from, if presentedarises out of, would not differ materially from those presented relates to, is in the Audited Financial Statementsnature of, or was caused by, any breach of Contract to which any Company Entity is a party, breach of warranty, commission of tort, infringement or violation of Law), (iii) Liabilities arising under the executory portion of any Contract to which any Company Entity is a party, and (iv) Liabilities specifically disclosed on Schedule 3.05(b). No Company Entity has any Liability for Indebtedness other than the Indebtedness finally determined pursuant to Section 1.04(b). No Company Entity has any Liability for Transaction Expenses other than the Transaction Expenses finally determined pursuant to Section 1.04(b). (c) The Financial Statements are based on the financial books and records of the CompanyCompany Entities (i) are complete and correct in all material respects, and fairly present all material transactions to which any Company Entity is or has been a party are in all material respects accurately reflected therein, (ii) reflect all material discounts, returns and allowances granted by any Company Entity for the financial condition periods covered thereby, (iii) have been maintained in all material respects in accordance with customary business practices in the industry of the Company as Entities, and (iv) form the basis 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”. Financial Statements. (d) The Company maintains Entities maintain a standard system of internal accounting established policies and administered controls sufficient to provide reasonable assurances that (i) transactions are executed in all material respects in accordance with GAAP management’s authorization; and (ii) all income and expense items are in all material respects properly recorded for the relevant periods in accordance with the policies maintained by the Company Entities ("Internal Controls"). Except as set forth on Schedule 3.05(d), since the Lookback Date, no Company Entity has identified in writing or received written notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company Entities, (y) any facts that constitute fraud that involves the Company Entities' management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company Entities, or (z) any claim or allegation regarding any of the foregoing. There are no material deficiencies or material weaknesses in the design or operation of the Internal Controls that would reasonably be expected to adversely affect, in a material manner, any Company Entity's ability to record, process, summarize and report financial information, and, since the best Lookback Date, there are no facts that constitute fraud committed by management of any Company Entity or any other Person which fraud involves any Company Entity or its abilityrespective management, employees, assets or operations and which fraud would result in a Material Adverse Effect.

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 (a) Set forth on Schedule 4.4 are copies of (i) the Company’s unaudited financial statements consisting balance sheets for each of the Seller and the Maquiladora Entity as of the end of the fiscal year of each of 2008 and 2009, and the unaudited statements of operations for each of the Seller and the Maquiladora Entity for each of the fiscal years ended 2008 and 2009, including the notes thereto, and (b) an unaudited balance sheet of the Company Seller as at December 31 in of July 31, 2010, including the year 2014 notes thereto, and an unaudited balance sheet of the related statements Maquiladora Entity as of income for June 30, 2010, including the year then ended notes thereto (collectively, the “Unaudited Financial StatementsRecent Balance Sheets”), and the related unaudited financial statements consisting of operations for each of the balance sheet of the Company as at July 31, 2015 Seller and the related statements of income Maquiladora Entity, including the notes thereto, for the seventh- seven (7) month period then ended ended, in the case of the Seller, and the six (6) month period then ended, in the “Interim Financial Statements” and together with case of the Unaudited Financial StatementsMaquiladora Entity (collectively, the foregoing, 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 (including the books and records of the Companynotes thereto) were prepared in accordance with GAAP, 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 Business as of the dates and for the periods indicatedindicated therein and are derived from the books and records of the Seller and the Parent relating to the Business. The balance sheet unaudited Financial Statements are subject to normal year-end adjustments (including Tax adjustments) and do not include footnotes and other presentation items. (b) Neither of the Company as Sellers has any material liabilities or obligations of December 31any nature that would be Assumed Liabilities other than those (i) incurred in connection with the transactions contemplated by this Agreement; (ii) that are disclosed, 2014 is referred to herein as reflected in, reserved against or otherwise described on the “Recent Balance Sheet” and Sheets; or (iii) incurred in the date thereof as ordinary course of business since the “Balance Sheet Date” and the balance sheet respective dates of the Company as of July 31, 2015 is referred to herein as the “Interim Recent 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 abilitySheets.

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 (a) Schedule 4.7(a) sets forth true, correct and complete copies of the Company’s unaudited financial statements consisting of the (i) audited consolidated balance sheet of the Company as at December 31 in the year 2014 and the related audited consolidated statements of income operations and cash flows as at, and for the year then twelve-month period ended on, December 31, 2023 (the “Unaudited Financial StatementsCompany Audited Financials” and such date, the “Balance Sheet Date”), and (ii) unaudited financial statements consisting of the consolidated balance sheet of the Company as at July 31, 2015 and the related unaudited consolidated statements of income operations and cash flows as of, and for the seventh- three month period then ended on, March 31, 2024 (the “Interim Financial StatementsCompany Unaudited Financials” and and, together with the Unaudited Financial StatementsCompany Audited Financials, the “Company Financial Statements”). (b) are included in Except as set forth on Schedule 4.7(b), 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 consistently applied on a consistent basis throughout the period involvedperiods covered thereby (subject, subjecthowever, in the case of the Interim Financial StatementsCompany Unaudited Financials, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes notes), (thatii) have been prepared from, if presentedand are consistent with, 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, which books and fairly present records have been maintained in the ordinary course of business in all material respects and (iii) present fairly, in all material respects, the consolidated financial condition position and operating results and cash flows of the Company as of, and for the periods ended on, the respective dates thereof, subject, however, in the case of the Company Unaudited Financials, to normal year-end adjustments and accruals and the absence of notes and other textual disclosures. No financial statements of any Person other than the Company are required by GAAP to be included or reflected in any of the Company Financial Statements. (c) Except as set forth on Schedule 4.7(c), there is no liability of the Company or the Business of any nature that would be required to be included in or reserved against on a balance sheet prepared in accordance with GAAP except for liabilities (i) set forth in the audited balance sheets of the Company as of the respective dates they were prepared and Balance Sheet Date (the results “Latest Company Balance Sheet”), (ii) that have arisen since the Balance Sheet Date in the ordinary course of business, (iii) otherwise expressly disclosed in this Agreement or in any of the operations Schedules or constituting Decommission Costs, (iv) incurred in connection with the transactions contemplated hereby and included in the calculation of the Adjustment Amount, (v) satisfied prior to Closing or (vi) that, individually or in the aggregate, would not reasonably be expected to be material to the Company or the Business. (d) Schedule 4.7(d) sets forth the Company’s monthly capital expenditure budget for the 12-month period ending on December 31, 2024 (the “Capital Expenditure Budget”). (e) Neither the Company nor, to the Knowledge of Sellers, any director, manager, officer, employee, auditor, accountant or representative of the Company for the periods indicated. The balance sheet of has received any written material complaint, allegation, assertion or claim that 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 has engaged in questionable or improper accounting established and administered in accordance with GAAP to the best of its abilityor auditing practices.

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 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 (a) The Company has delivered to U.S. Concrete true, complete and correct copies of the Company’s unaudited following financial statements consisting of statements: (i) the reviewed 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 sheets of the Company as of December 31, 2014 is 1996, 1997 and 1998, and the related reviewed statements of operations, stockholders' equity and cash flows for the three-year period ended December 31, 1998, together with the related notes, schedules and report of the Company's independent accountants (such balance sheets, the related statements of operations, stockholders' equity and cash flows and the related notes and schedules are referred to herein as the “"Year-End Financial Statements"); and (ii) the unaudited balance sheet (the "Interim Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet ") of the Company as of July December 31, 2015 is 1999 (the "Balance Sheet Date") and the related unaudited statements of operations, for the year ended on the Balance Sheet Date (such balance sheets, the related statements of operations, and any related notes and schedules are referred to herein as the “"Interim Balance Sheet” Financial Statements"). The Year-End Financial Statements and the date thereof Interim Financial Statements (collectively, the "Financial Statements") are attached as Schedule 5.05 to this Agreement; (b) Except as set forth in Schedule 5.05, the “Financial Statements have been prepared from the books and records of the Company in conformity with GAAP and present fairly the financial position and results of operations of the Company in all material respects as of the dates of such statements and for the periods covered thereby; provided, however, that the Interim Balance Sheet Date”Financial Statements are subject to normal year-end adjustments and lack footnotes and other presentation items. The books of account of the Company maintains have been kept accurately in all material respects in the ordinary course of business, the transactions entered therein represent bona fide transactions, and the revenues, expenses, assets and liabilities of the Company have been properly recorded therein in all material respects. Within the past five fiscal years of the Company, the Company has not received any correspondence with its accountants, including without limitation, management letters, which have indicated or disclosed that there is a standard system of accounting established and administered "material weakness" in accordance or "reportable condition" with GAAP respect to (as those terms are defined under GAAP) the best of its abilityCompany's financial condition.

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 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. (a) Complete and correct copies of (i) the Company’s unaudited audited annual financial statements consisting of the balance sheet of the Company as at of December 31 31, 2020 and December 31, 2021 prepared in the year 2014 and the related statements of income for the year then ended accordance with German GAAP (collectively referred to as the “Unaudited Financial Statements”), ) and (ii) the unaudited adjusted financial statements consisting of the balance sheet of the Company as at July of and for the year December 31, 2015 2022 and the related statements as of income and for the seventh- month period then six months ended June 30, 2023 (the “Interim Financial Statements” ”) prepared in accordance with US GAAP and including certain adjustments to exclude balances associated with purchase accounting, investment in subsidiary, and similar items, and include assets expected to be transferred to the buyers upon closing, and otherwise fairly present the statements on a standalone basis, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes thereto, are set forth in Section 2.10(a) of the Unaudited Disclosure Schedule. Except as set forth in the Interim Financial Statements, the “Company does not have any Liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) required to be disclosed by US GAAP, except for liabilities and obligations (i) incurred since June 30, 2023, in the ordinary course of business consistent with past practice, (ii) in the form of executory obligations under any Contract to which the Company is a party or is bound and that are not in the nature of material breaches of such Contracts, and (iii) incurred in connection with the preparation and negotiation of this Agreement or pursuant to this Agreement or in connection with the Transaction Documents. (b) Each of the Financial Statements”Statements and the Interim Financial Statements (i) are included complete and correct 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 the books and records of the Company, (ii) have been prepared in accordance with applicable GAAP applied on a consistent basis throughout the period involvedperiods indicated (except as may be indicated in the notes thereto) and (iii) present a true and fair view of the financial position, results of operations and cash flows of the Company as at the dates thereof and for the 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 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). The Financial Statements are based on the books and records of the Companyaggregate, 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”. be material. (c) The Company maintains a standard system systems of internal accounting established and administered controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with US GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the best of recorded accountability for assets is compared with the actual levels at reasonable intervals and appropriate action is taken with respect to any differences. (d) The Company’s 2023 annual operating plan (the “Company Operating Plan”) was approved by Parent. There are no current circumstances which would prevent the Company from operating its abilitybusiness as conducted under the Company Forecast and delivering its purchase orders or its business objectives as contemplated by the Company Forecast.

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 (a) The Company has made available to Parent accurate copies of the Company’s unaudited financial statements consisting of the audited consolidated balance sheet sheets of the Company and its Subsidiaries as at of December 31 in the year 2014 31, 2024 and December 31, 2025, and the related audited consolidated statements of income and cash flows for the year then fiscal years ended December 31, 2023, 2024 and 2025, together with all related notes and schedules thereto and including a signed unqualified audit report in connection therewith from the auditing firm which audited such consolidated financial statements (the “Unaudited Company Audited Financial Statements”), and the unaudited financial statements consisting of the consolidated balance sheet of the Company as at July 31, 2015 and the related consolidated statements of income and cash flows for the seventh- three-month period then ended March 31, 2025 and March 31, 2026 (the “Interim Company Unaudited Financial Statements” and and, together with the Unaudited Company Audited Financial Statements, collectively, the “Company Financial Statements”). (b) are included in the Disclosure Schedules/have been delivered to Buyer. The Company Financial Statements have been (i) were prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis unless otherwise noted therein throughout the period involvedperiods indicated and (ii) fairly present, 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 respects, the financial condition position of the Company and its consolidated Subsidiaries as of the respective dates they were prepared thereof and the results of the operations and cash flows of the Company and its consolidated Subsidiaries for the periods indicatedcovered thereby. The balance sheet of There has been no material change in the Company as of December 31, 2014 is referred Company’s accounting methods or principles that would be required to herein as be disclosed 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”. Company’s financial statements in accordance with GAAP. (c) The Company maintains a standard system of accounting established internal control over financial reporting that is designed to provide reasonable assurance regarding the reliability of financial reporting and administered the preparation of financial statements for external purposes in accordance with GAAP and to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (ii) that receipts and expenditures are made only in accordance with authorizations of management and the best Company Board and (iii) regarding prevention or timely detection of its abilitythe unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (d) The Company has not identified and has not received written notice from an independent auditor of (i) any significant deficiency or material weakness in the system of internal controls utilized by the Company, (ii) any fraud that involves the Company’s management or other employees who have a significant role in the preparation of financial statements or the internal controls over financial reporting utilized by the Company or (iii) any claim or allegation regarding any of the foregoing.

Financial Statements. Complete True and complete copies of (i) the audited consolidated balance sheets of the Company for each of the fiscal years ended as of April 30, 1996 and April 30, 1997, and the related audited consolidated statements of income, cash flows and changes in financial position of the Company’s , together with all related notes and schedules thereto, accompanied by the reports thereon or management letters from the Company's accountants (collectively, the "Financial Statements"), (ii) the unaudited financial statements consisting balance sheets of the balance sheet Company for the fiscal quarter ended July 31, 1997, and the related unaudited statements of income cash flows, and changes in financial positions of the Company for each, together with all related notes and schedules thereto, which statements include all material known adjustments as of the date of such statements, subject to ordinary year-end adjustments which in the aggregate would not be material (collectively referred to herein as the "Interim Financial Statements") and (iii) the schedule of Indebtedness of the Company (the "Debt Schedule") as set forth in Schedule 3.09 of the Disclosure Schedule, as well as an aging of accounts payable, have been delivered by the Company to the Purchaser (including, without limitation, with respect to each debt, (i) the amount, (ii) the scheduled principal payments and (iii) the date of maturity of such instrument) and the Company and its Subsidiaries are current in all their Indebtedness as set forth in the Debt Schedule. The Financial Statements and the Interim Financial Statements (i) were prepared in accordance with the books of account and other financial records of the Company, (ii) present fairly the financial condition, results of operations and cash flows of the Company as at December 31 in of the year 2014 and the related statements of income dates thereof or for the year then ended periods covered thereby, (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”iii) 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 basis consistent basis with the past practices of the Company and throughout the period involvedperiods involved and (iv) include all adjustments that are necessary for a fair presentation of the consolidated financial condition of the Company and the Subsidiaries other than ▇▇▇▇▇, and the results of the operations and cash flows of the Company and the Subsidiaries other than ▇▇▇▇▇ as of the dates thereof or for the periods covered 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 Statementsadjustments). 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) Attached as Part 2.7(a) of the Company Disclosure Schedule are the following financial statements (collectively, the “Company Financial Statements”): (i) audited balance sheets of the Acquired Companies as of December 31, 2009 (the “Balance Sheet”), 2008 and 2007 and the related audited consolidated statements of income, equity and cash flows for the fiscal years then ended, including any notes thereto, together with the report thereon of the Company’s independent certified public accountants; and (ii) the unaudited financial statements consisting of the consolidated balance sheet of the Company Seller 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, 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 2010 (the “Interim Balance Sheet”) and the related unaudited consolidated statements of income, equity and cash flows for the six months then ended. The Company Financial Statements” Statements are correct and together complete in all material respects, are consistent with the Unaudited Financial Statements, books and records of the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements Acquired Companies and have been prepared to the best of Company’s ability in accordance with GAAP GAAP, consistently applied on a consistent basis throughout the period involved, subject, in periods involved (except that the case of the Interim Financial Statements, unaudited financial statements are subject to normal and recurring year-end adjustments (adjustments, the effect of which will not not, individually or in the aggregate, be materially adverse) material, and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statementsnotes to the Balance Sheet). The Company Financial Statements fairly present the consolidated financial condition and the results of operations, changes in members’ or shareholders’ equity and cash flow of the Acquired Companies as of the respective dates and for the periods indicated therein. None of the Acquired Companies is a party to any off-balance sheet arrangements the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Acquired Companies. (b) Except as set forth in Part 2.7(b) of the Company Disclosure Schedule, the Acquired Companies and Seller have established and maintain a system of internal accounting controls sufficient to: (i) provide reasonable assurances that transactions, receipts and expenditures of the Acquired Companies are based being executed and made only in accordance with appropriate authorizations of management and the board of directors or managers or the general partner, as applicable; (ii) provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Acquired Companies; and (iv) ensure the amount recorded for assets on the books and records of the Acquired Companies is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. None of the Acquired Companies, the Company’s independent auditors nor, and fairly present to the Company’s Knowledge, any Employee, consultant, manager, director or general partner of any of the Acquired Companies has identified or been made aware of any fraud, whether or not material, that involves the Acquired Companies’ officers or other Employees, consultants, managers, directors or general partners of the Acquired Companies who have a role in all material respects the preparation of financial condition statements or the internal accounting controls utilized by the Acquired Companies, or any claim or allegation regarding any of the foregoing. Except as set forth in Part 2.7(b) of the Company as Disclosure Schedule, none of the respective dates they were prepared and Acquired Companies nor, to the results Company’s Knowledge, any Representative of the operations Acquired Companies has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, in each case regarding deficient accounting or auditing practices, procedures, methodologies or methods of the Acquired Companies or their respective internal accounting controls or any material inaccuracy in the Acquired Companies’ financial statements. No attorney representing the Acquired Companies, whether or not employed by the Acquired Companies, has reported to the board of directors or managers or the general partner, as applicable, of any of the Acquired Companies or any committee thereof or to any manager, director or officer of any of the Acquired Companies, evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Acquired Companies or any of their Representatives. Except as set forth in Part 2.7(b) of the Company for Disclosure Schedule, there are no significant deficiencies or material weaknesses in the periods indicated. The balance sheet design or operation of the Acquired Companies’ internal controls which could adversely affect the Acquired Companies’ ability to record, process, summarize and report financial data. (c) Part 2.7(c) of the Company as Disclosure Schedule accurately lists all indebtedness of December 31the Acquired Companies (i) for money borrowed, 2014 is referred to herein as (ii) evidenced by notes, bonds, debentures or similar instruments, (iii) for the deferred purchase price of goods or services (other than trade payables or accruals incurred in the ordinary course of business), (iv) under capital leases or (v) in the nature of guarantees of the obligations described in clauses (i) through (iv) above of any other Person (collectively, “Balance Sheet” Indebtedness”), including, for each item of Indebtedness, the agreement governing the Indebtedness and the interest rate, maturity date thereof and any assets or properties securing such Indebtedness. Except as the “Balance Sheet Date” and the balance sheet set forth in Part 2.7(c) of the Company as Disclosure Schedule, all Indebtedness may be prepaid at the Closing without penalty under the terms of July 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”Contracts governing such Indebtedness. The Company maintains Acquired Companies have not extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a standard system personal loan to or for any manager, director or executive officer (or equivalent thereof) of accounting established and administered any of the Acquired Companies. The Acquired Companies are not in accordance with GAAP to breach or default of any agreement governing Indebtedness of the best of its abilityAcquired Companies.

Financial Statements. Complete copies of the Company’s unaudited financial statements consisting of the (A) The Company has furnished to Parent (1) an audited balance sheet of the Company as at of December 31 in 31, 1995 and 1996 (the year 2014 and the related statements "Audited Balance Sheet"), (2) an audited statement of income operations of Company for the year then fiscal years ended December 31, 1994, 1995 and 1996, (3) an unaudited balance sheet of Company as of April 30, 1997 (the “"Unaudited Financial Statements”Balance Sheet"), and (4) an unaudited financial statements consisting statement of operations of Company for the balance sheet of period ended April 30, 1997, (collectively, the Company as at July 31, 2015 "Financial Statements"). The Audited Balance Sheet and the related statements of income for Unaudited Balance Sheet are hereinafter collectively referred to as the seventh- month period then ended "Balance Sheets". (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 (including, in each case, any related notes thereto) are correct in all material respects and have been prepared to the best of Company’s ability in accordance with GAAP U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the period involved, subject, periods involved (except as may be indicated in the notes thereto and except further that the notes (if any) to the unaudited Financial Statements have not been prepared in accordance with GAAP and the unaudited Financial Statements do not present all the items required by GAAP) and fairly present the financial position of the Company at the respective dates thereof and the results of its operations and cash flows for the periods indicated (subject in the case of the Interim Financial Statementsunaudited statements, to normal and recurring year-end adjustments audit adjustments). (C) Except as and to the effect extent set forth on the Balance Sheets including the notes thereto, the Company does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which will not would be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented required to be reflected on a balance sheet or 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 notes thereto 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 generally accepted accounting principles consistently applied, except for liabilities or obligations incurred in the ordinary course of business since the date of the Unaudited Balance Sheet, and which would not, individually or in the aggregate, reasonably be expected to the best of its abilityhave a Material Adverse Effect.

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 2024 and 2025 and the related statements of income and retained earnings, members’ 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 31February 28, 2015 2026 and the related statements of income and retained earnings, stockholders’ equity and cash flow for the seventh- two-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 adversematerial to the Company) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Unaudited 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 2025 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 31February 28, 2015 2026 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 SPAC the Company’s unaudited financial statements consisting of the audited consolidated balance sheet of the Company as at of December 31 in the year 2014 31, 2020, and the related audited consolidated statements of income and profit and loss, changes in equity and cash flows, for the year fiscal years then ended (ended, in each case audited in accordance with PCAOB standards and including the “Unaudited Financial Statements”)notes thereto and will, and unaudited financial statements consisting of by no later than May 31, 2022, deliver to SPAC the audited consolidated balance sheet of the Company as at July of December 31, 2015 2021, and the related audited consolidated statements of income and profit and loss, changes in equity and cash flows, for the seventh- month period fiscal years then ended ended, in each case audited in accordance with PCAOB standards and including the notes thereto (the “Interim Financial Statements” and together with the Unaudited Financial Statementstogether, the “Company Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer). The Company Financial Statements (a) 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 CompanyGroup Companies, (b) are true, correct and complete and fairly present in all material respects the financial condition and position as of the Company dates indicated therein and the results of operations of the Group Companies for the periods indicated therein, (c) have been prepared in accordance with IFRS applied on a consistent basis throughout the periods involved and (d) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant, in effect as of the respective dates they were prepared and thereof (including, to the results extent applicable to the Company, Regulation S-X). (b) The Group Companies maintain a system of the operations of internal accounting controls which the Company for the periods indicated. The balance sheet of the Company as of December 31, 2014 reasonably believes is referred 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 assurance that (i) transactions are executed in accordance with GAAP management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability in all material respects, (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 material differences. (c) Since January 1, 2020, none of the Founding Shareholder (as defined in the Company Articles) or the Company Board has been made aware in writing of (i) any fraud that involves the Company’s management who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or (ii) any allegation, assertion or claim that the Company has engaged in any material questionable accounting or auditing practices which materially violate applicable Law. Since January 1, 2020, no attorney representing the Company, whether or not employed by the Company, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar material violation by the Company to the best Company Board or any committee thereof or to any director or officer of its abilitythe Company.

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) 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 of the Company’s (i) RDSI has delivered to New Core (A) unaudited financial statements of RDSI for each of the fiscal years ended December 31, 2007 and 2008, consisting of the balance sheet of the Company as at December 31 in the year 2014 sheets and the related statements of income and shareholders’ equity and cash flows for the year then fiscal years ended on such date, including the footnotes thereto, and (B) unaudited financial statements of RDSI for the interim period ended March 31, 2009, consisting of a balance sheet and the related statement of income (collectively, the “Unaudited RDSI Financial Statements”). The RDSI Financial Statements fairly present, in all material respects, the financial position and results of operations and cash flows of RDSI as of the respective dates or for the respective periods set forth therein, all in conformity with generally accepted accounting principles (“GAAP”) consistently applied during the periods involved except as otherwise noted therein, 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 interim financial statements, to normal and recurring year-end adjustments that have not been and are not expected to be material in amount. (ii) Except as disclosed in the effect RDSI Financial Statements or in Section 5.2(d)(ii) of which will the RDSI Disclosure Schedule, since December 31, 2008, RDSI has not incurred any liabilities that are of a nature that would be materially adverse) required to be disclosed on a statement of assets and liabilities of RDSI or in the absence footnotes thereto prepared in conformity with GAAP, other than liabilities incurred in the ordinary course of notes (business or that, if presentedindividually or in the aggregate, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based reasonably be expected to have a Material Adverse Effect 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 abilityRDSI.

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 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 (a) Schedule 4.14(a) sets forth true and complete copies of the (i) balance sheets of each Company’s unaudited financial statements consisting , other than ET, as of the balance sheet of the Company as at December 31 in the year 2014 31, 2022 and the related audited statements of income and cash flows for the year calendar years then ended (the “Unaudited 2022 Financial Statements”). Prior to the Closing, and unaudited financial statements consisting Sellers shall provide Purchaser with audited balance sheets of the balance sheet each Company, as of the Company as at July December 31, 2015 2023 and the related audited statements of income and cash flows of each Company for the seventh- month period then calendar year ended December 31, 2023 (the “Interim Financial Statements” and together with the Unaudited Financial Statements, the “2023 Financial Statements”). (b) are included The 2022 Financial Statements present fairly and the 2023 Financial Statements will present fairly, in all material respects, the Disclosure Schedules/financial position, results of operations and cash flows of each Company as of the dates and for the time periods indicated and have been delivered to Buyer. The Financial Statements or will have been prepared to the best of Company’s ability in accordance with GAAP the Company Accounting Practices consistently applied on a consistent basis throughout the period involved, subject, in periods indicated and reviewed by the case management 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)each Company. The 2022 Financial Statements are based on and 2023 Financial Statements were derived or will be derived from the books and records of the each Company, which are and fairly present will be accurate and complete and there are no material inaccuracies or discrepancies of any kind contained or reflected therein. (c) No Company has or will have any obligation, liability or Indebtedness (whether known or unknown and whether absolute, contingent or otherwise) except those that: (a) are or will be fully accrued or reserved against in all material respects the financial condition 2022 Financial Statements and 2023 Financial Statements, regardless of whether such obligation, liability or Indebtedness is required by GAAP to be included in the 2022 Financial Statements and 2023 Financial Statements, as applicable; (b) were incurred or will be incurred since the most recent balance sheet included in the 2022 Financial Statements and 2023 Financial Statements, as applicable, in the Ordinary Course of Business and consistent with past practices and are of the Company same type and category as of shown in the respective dates they were prepared 2022 Financial Statements and the results of the operations of the Company 2023 Financial Statements, as applicable; (c) are obligations or will be under Material Contracts, excluding liability 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 breaches thereof; or (d) with GAAP regard to the best of its ability2022 Financial Statements,are expressly set forth in this Agreement or Schedule 4.14(c).

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 of the CompanyNorbord’s unaudited audited 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 fiscal years ended December 31, 2018 and December 31, 2019 (including the “Unaudited Financial Statements”), notes thereto) and unaudited related MD&A and Norbord’s consolidated 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 three and nine months ended October 3, 2020 and related MD&A (the “Interim Financial Statements” and together with the Unaudited Financial Statementscollectively, the “Norbord Financial Statements”) 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 IFRS consistent basis throughout with the prior period involved(except (a) as otherwise indicated in such financial statements and the notes thereto or, in the case of audited statements, in the related report of Norbord’s independent auditors, or (b) in the case of unaudited interim statements, are subject to normal period-end adjustments and may omit notes which are not required by applicable Laws in the unaudited statements) and applicable Laws and present fairly, in all material respects, the consolidated financial position, financial performance and cash flows of Norbord for the dates and periods indicated therein (subject, in the case of any unaudited interim financial statements, to normal period-end adjustments) and reflect reserves required by IFRS in respect of all material contingent liabilities, if any, of Norbord on a consolidated basis. There has been no material change in Norbord’s accounting policies, except as described in the Interim Norbord 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 since December 31, 2014 2019. Other than as disclosed in Section 3.1(m) of the Norbord Disclosure Letter, Norbord has not made any determination to correct or restate, nor, to the knowledge of Norbord is referred to herein as there any basis for any correction or restatement of, any aspect of any of the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the Norbord Financial Statements. There are no off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships 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 Norbord or any of its abilitysubsidiaries with unconsolidated entities or other Persons that are not reflected in the Norbord Financial Statements.

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 unaudited financial statements consisting of the (i) Sellers and Existing Operators have made available to New Operators: (i) balance sheet information with respect to the OTA Assets as of the Company as at December 31 in the year 2014 and the related statements of income for the year then ended 31, 2012 (the “Unaudited Financial StatementsBalance Sheet Information”), ) and unaudited financial (ii) income statements consisting for the operations of the balance sheet Facilities for the twelve (12) month period ending December 31, 2012 and year-to-date income statements for the operations of the Company Facilities as at July of March 31, 2015 and the related statements of income for the seventh- month period then ended 2013 (the “Interim Financial Statements” and together with the Unaudited Financial Statements, the “Financial StatementsIncome Statement Information”) are included in the Disclosure Schedules/have been delivered to Buyer). The Financial Statements Balance Sheet Information and the Income Statement Information have been prepared from the books and records of Sellers and Existing Operators in conformity with generally accepted accounting principles consistently applied (“GAAP”) (except in each case as described in the notes thereto) and on that basis and to the best of CompanySeller’s ability in accordance with GAAP applied on a consistent basis throughout the period involvedand Existing Operator’s Knowledge, fairly present (subject, in the case of the Interim Financial Statementsany statements or information for periods other than a complete fiscal year, to normal and normal, recurring year-end adjustments (audit adjustments) the effect financial condition and results of which will not be materially adverse) operations of the Facilities as of the respective dates thereof and for the absence of notes (thatrespective periods indicated. To Seller’s and Existing Operator’s Knowledge, 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 CompanySellers and Existing Operators accurately, fairly and fairly present correctly set out and disclose, in all material respects respects, all financial transactions of Sellers and Existing Operators relating to the financial condition operation of the Company as of the respective dates they were prepared and the results of the operations of the Company Facilities for the periods indicated. The noted therein. (ii) To Seller’s and Existing Operator’s Knowledge, the Existing Operators and the Facilities do not have any material liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise), except (i) as disclosed, reflected or reserved against in the Balance Sheet Information or the Income Statement Information, (ii) for items set forth in Schedule 4.01(m)(ii), and (iii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of the applicable balance sheet or income statement and not in violation of this OTA Agreement. (iii) To Seller’s and Existing Operator’s Knowledge, the Company as of December 31, 2014 accounting for advance payments and patient trust fund accounts provided to New Operators by Sellers and Existing Operators pursuant to this OTA Agreement 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 accurate in accordance with GAAP to the best of its abilityall material respects.

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 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 (a) Schedule 7(i) attached hereto contains true, correct and complete copies of of: (i) the Company’s unaudited financial statements consisting of the audited consolidated and consolidating balance sheet of the Company Borrowers, as at of December 31 in the year 2014 31, 1998, and the related statements of income operations, stockholders, equity (deficit) and cash flows of the Borrowers for the year then ended period covered thereby, including the footnotes thereto (all of foregoing being hereinafter collectively called the “Unaudited "Annual Financial Statements”"), ; and (ii) the interim unaudited consolidated and unaudited financial statements consisting of the consolidating balance sheet of the Company Borrowers (the "Interim Balance Sheet") as at July of August 31, 2015 1999 (the "Interim Balance Sheet Date"), and the related interim statements of income operations of the Borrowers for the seventh- eight (8) month period then ended (all of the “foregoing, including the Interim Balance Sheet, being hereinafter collectively referred to as the "Interim Financial Statements” " and together with the Unaudited Annual Financial Statements collectively, the "Financial Statements, the “Financial Statements”"). (b) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been prepared to the best of Company’s ability taken as a whole (A) fairly present in accordance with GAAP applied on a consistent basis throughout the period involved, all material respects (subject, in the case of the Interim Financial Statements, to normal and normal, recurring year-end adjustments (which are not material individually or in the effect aggregate) the financial position of which will not be materially adverse) the Borrowers as of the dates indicated and the absence results of notes operations of the Borrowers for the periods indicated, (thatB)(x) have been prepared in accordance with Generally Accepted Accounting Principles ("GAAP") consistently applied throughout the periods covered thereby (subject, in the case of the Interim Financial Statements, to normal, recurring year-end adjustments which are not material individually or in the aggregate) or (y) to the extent not prepared in accordance with GAAP, then footnotes to the Financial Statements will be provided describing in reasonable detail the differences, if presentedany, would not differ materially from those presented in between the Audited Financial Statements). The accounting principles pursuant to which such Financial Statements were in fact prepared and GAAP and (C) are based on in accordance with the books and records of the Company, and fairly present Borrowers which have been 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 ability.manner consistent with

Financial Statements. Complete copies (i) The audited consolidated financial statements for the Parent and its Subsidiaries as at and for the fiscal years ended December 31, 2024 and 2023, including the notes thereto, the reports by the Parent’s auditors thereon and related management’s discussion and analysis, have been, and all financial statements of the Company’s unaudited financial statements consisting Parent which are publicly disseminated by the Parent in respect 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 any subsequent periods prior to the best of Company’s ability Effective Date will be, (A) prepared in accordance with GAAP applied on a basis consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal with prior periods 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 applicable Laws, and fairly (B) present fairly, in all material respects respects, the assets, liabilities (whether accrued, absolute, contingent or otherwise), consolidated financial condition position and results of operations of the Company Parent and its Subsidiaries as of the respective dates they were prepared thereof and the results of the operations of the Company for the periods indicatedindicated therein, and its results of operations and cash flows for the respective periods covered thereby (except as may be indicated expressly in the notes thereto). The balance sheet There have been no material changes to the Parent’s accounting policies applied in the preparation of the Company aforementioned financial statements, except as of described in the Parent Public Documents, since December 31, 2014 is referred 2024. (iii) Since January 1, 2024, neither the Parent nor any of its Subsidiaries nor, to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet Parent’s knowledge, any Representative of the Company as Parent or any of July 31its Subsidiaries has received any complaint, 2015 is referred to herein as allegation or claim, whether written or oral, alleging that the “Interim Balance Sheet” and accounting or auditing practices or internal auditing controls of the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system Parent or any of accounting established and administered in accordance its Subsidiaries are not compliant with GAAP applicable Laws or GAAP, which has not been resolved to the best satisfaction of its ability.the audit committee of the Parent Board. (m)

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 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 (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 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) True and complete copies of (i) the Company’s unaudited financial statements consisting audited consolidated balance sheets of the Company as of December 31, 2005 and 2006 and, the statements of operations, changes in stockholders’ equity and changes in cash flows of the Company for the years then ended, together with all related notes and schedules thereto (the “Audited Financial Statements”), and (ii) the unaudited consolidated balance sheet of the Company as at December 31 in the year 2014 of September 30, 2007, and the related statements of income operations and changes in cash flows for the year then nine month period ended September 30, 2007 (the “Unaudited Financial Statements”), and unaudited are attached hereto as Schedule 5.5(a). As soon as practicable after the Company’s financial statements consisting of for the balance sheet of the Company as at July year ended December 31, 2015 and the related statements of income for the seventh- month period then ended 2007 have been audited (the “Interim 2007 Financial Statements” and together with the Audited Financial Statements and Unaudited Financial Statements, the “Financial Statements”) are included in ), the Disclosure Schedules/have been delivered Company shall deliver the 2007 Financial Statements to Buyerthe Parent. The Financial Statements have been were, or will be, prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period involved, subjectperiods indicated (except as may be indicated in the notes thereto or, in the case of the Interim Unaudited Financial Statements, as permitted by GAAP) and each presents or will present, fairly, in all material respects, the financial position of the Company as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (except that the Unaudited Financial Statements do not have notes and 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 Statementsadjustments). The Financial Statements are based on were, or will be, prepared from the books and records of the Company and do not, or will not, include the business or operations of any other Person. No Person has guaranteed any obligations of, or provided any financial accommodation to, the Company, and fairly present except as set forth in all material respects the financial condition of the Financial Statements. (b) The Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The does not have any Liabilities required to be disclosed in a balance sheet of the Company as of December 31or notes thereto pursuant to GAAP, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and except for Liabilities (i) recorded or reserved against in the balance sheet referenced in Section 5.5(a)(ii), (ii) incurred in the ordinary course of the Company as of July 31business, 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 consistent with GAAP to the best of its abilitypast practice, since September 30, 2007, or (iii) disclosed on Schedule 5.5(b) hereto.

Financial Statements. Complete Included in Schedule 3.8 are copies of the Company’s unaudited financial statements of the Company consisting of the (i) an unaudited balance sheet of the Company as at December 31 in of October 31, 1997 (the year 2014 "Interim Balance Sheet") and the related statements unaudited statement 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- ten month period then ended (collectively with the “Interim Balance Sheet, the "Company 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 ii) an audited balance sheet of the Company as of December 31, 2014 is referred to herein as 1996 (the “"Company 1996 Balance Sheet” ") and the date thereof as related audited statements of income, changes in stockholders' equity and cash flows for the “year then ended (including the notes thereto) (collectively with the Company 1996 Balance Sheet Date” Sheet, the "Company 1996 Financial Statements") and (collectively with the balance sheet Company Interim Financial Statements, the "Company Financial Statements"). The Company Interim Financial Statements are true and complete in all material respects. The Company 1996 Financial Statements are true and complete in all respects. The Company Financial Statements present fairly the financial position of the Company and the results of its operations and changes in financial position as of July the dates and for the periods indicated therein in conformity with GAAP. The Company Financial Statements do not omit to state any liabilities, absolute or contingent, required to be stated therein in accordance with GAAP. All accounts receivable of the Company reflected in the Company Financial Statements and as incurred since October 31, 2015 is referred 1997 represent sales made in the ordinary course of business, are collectible (net of any reserves for doubtful accounts shown in the Company Interim Financial Statements) in the ordinary course of business and, except as set forth in Schedule 3.8, are not in dispute or subject to herein as counterclaim, set-off or renegotiation. Schedule 3.8 contains an aged schedule of accounts receivable included in the “Interim Balance Sheet” and . References regarding GAAP compliance in this Section 3.8 shall be qualified by the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered exceptions set forth in accordance with GAAP to the best of its abilitySection 3.9 below.

Financial Statements. Complete copies of The Company has delivered to the Company’s unaudited financial statements consisting of Investor (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 (a) Attached hereto as Schedule 4.08(a) of the Company’s Disclosure Schedule is a copy of (i) the unaudited combined financial statements of the Business consisting of the a balance sheet sheet, 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”)October 1, 2006, and (ii) the unaudited combined financial statements of the Business, consisting of a balance sheet, income statement and statement of cash flows, as of and for the balance sheet of the Company as at July three months ended December 31, 2015 and the related statements of income for the seventh- month period then ended 2006 (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 GAAP, except as disclosed on a consistent basis throughout Schedule 4.08(a) of the period involvedDisclosure Schedule and fairly present in accordance with GAAP, subjectin all material respects, the financial condition and results of operations and cash flows of the Business as of and for the periods then ended subject in the case of the Interim Financial Statements, interim statements to normal and recurring year-year end adjustments (the effect of adjustments, which will not be materially adverse) and the absence of notes (thatare not, if presented, would not differ materially from those presented individually or in the Audited aggregate, material; provided, however, that the Financial Statements)Statements lack footnotes and other items disclosed in Section 4.08(a) of the Disclosure Schedule. The Financial Statements are based on the books and records denominated in US Dollars. (b) Section 4.08(b) of the CompanyDisclosure Schedule contains a copy of the audited financial statements of Sango for the fiscal year ended September 30, 2006 (the “Sango Financial Statements”). The Sango Financial Statements were prepared in accordance with GAAP and fairly present present, in accordance with GAAP, in all material respects the financial condition condition, results of the Company operations and cash flow of Sango as of the respective dates they were prepared date thereof 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 abilityperiod covered thereby.

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 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 4.7.1 The consolidated and consolidating financial statements consisting of the balance sheet of the Company as at December 31 in the year 2014 Valvino and the related statements of income for the year then ended its consolidated Subsidiaries (the “Unaudited Financial Statements”including ▇▇▇▇ Las Vegas and its consolidated Subsidiaries), 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 the Lenders pursuant to Section 3.1.16 on the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the period involvedClosing Date, subjectwere, and, in the case of financial statements to be delivered after the Interim Financial StatementsClosing Date pursuant to Section 5.6.5, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (thatbe, if presented, would not differ materially from those presented prepared in the Audited Financial Statements). The Financial Statements are based on the books and records of the Company, conformity with GAAP and fairly present in all material respects the financial condition position (on a consolidated and consolidating basis) of the Company entities described in such financial statements as of the respective dates they were prepared thereof and the results of the operations and cash flows (on a consolidated and consolidating basis) of the Company entities described therein for each of the periods indicatedthen ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. The balance sheet of All such financial statements, including the Company as of December 31related schedules and notes thereto, 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 have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the firm of accountants mentioned in the Bank Credit Agreement and disclosed in such financial statements). Valvino and its Subsidiaries do not have any material "Guarantee Obligations" (as defined in the Bank Credit Agreement), contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph and that are required to be reflected in such financial statements. During the best period from June 30, 2002 to and including the Closing Date there has been no "Disposition" (as defined in the Bank Credit Agreement), by Valvino or any of its abilitySubsidiaries of any material part of its business or property except any Disposition in connection with the transactions contemplated by the initial public offering of the stock of Wynn Resorts, Limited or the Operative Documents. 4.7.2 Since December 31, 2001, there has been no development or event that has or could reasonably be expected to have a Material Adverse Effect.

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 The Company has delivered to the Investor true, correct and complete copies of (A) the Company’s unaudited financial audited balance sheets, income statements consisting and cash flow statements for each PRC Subsidiary 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 twelve-months ended December 31, 2015 (the “Unaudited Financial StatementsStatement Date”), and (B) the unaudited balance sheets, income statements and cash flow statements for each PRC Subsidiaries as of and for the three-month period ending September 30, 2016. The financial statements consisting of the balance sheet of the Company referred to above are collectively referred herein 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 (i) 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 CompanyGroup, and (ii) fairly 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 indicated. The balance sheet indicated therein, except in the case of unaudited financial statements for the Company as absence of December 31notes, 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 (iii) were prepared in accordance with GAAP the Applicable Accounting Principles applied on a consistent basis throughout the periods involved. 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 good 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 Applicable Accounting Principles), 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. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any accounts receivable of the Group Companies to the best Knowledge of its abilitythe Warrantors.

Financial Statements. Complete copies (a) Section 4.06(a) of the Sellers’ Disclosure Schedule sets forth a complete and correct copy of: (i) Motley Services, Inc.’s (the Target Company’s predecessor entity prior to its conversion from a corporation to a limited liability company) audited balance sheet as of December 31, 2015; (ii) the Target Company’s audited balance sheet as of December 31, 2016 and December 31, 2017, together with the related audited statements of operations, changes in members’ equity and cash flows for the twelve (12) months ended December 31, 2015, December 31, 2016 and December 31, 2017, together with all notes thereto (the Audited Financial Statements); and (iii) a complete and correct copy of the Target Company’s unaudited financial statements consisting of the balance sheet as of the Company as at December 31 in the year 2014 and September 30, 2018, together with the related unaudited statements of income operations, changes in members’ equity and cash flows for the year then ended nine (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- 9) month period then ended ending September 30, 2018 (the “Interim Financial Statements” and together with the Unaudited Financial Statements, and together with the “Audited Financial Statements”) are included in , the Financial Statements). Except as set forth on Section 4.06 of the Sellers’ Disclosure Schedules/have been delivered to Buyer. The Schedule, the Financial Statements (i) have been prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout during the period periods involved; (ii) were prepared using, subjectand can be legitimately reconciled with, the books, records and accounts of the Target Group Company and (iii) fairly present, in all material respects, (A) the case financial position, the members’ equity, the results of operations and cash flows of the Interim Financial StatementsTarget Group Company as of the times and for the periods referred to therein, and (B) the financial position of the Business as of the times and for the periods referred 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)therein. The Financial Statements are based on reflect accurately the books costs and records expenses of the Business as if it were independent and not affiliated with any Seller or any other Person. (b) The Target Company’s system of internal controls over the financial reporting of the Target Group Companies and the Business is sufficient, and fairly present in all material respects respects, to provide reasonable assurance that (i) transactions are (A) recorded as necessary to permit preparation of financial statements in conformity with GAAP and (B) executed, and funds are expended only, in accordance with management’s authorization and (ii) its accounting for assets is compared with existing assets at reasonable intervals and action is taken with respect to any differences. (c) All the financial condition accounts receivable of the Company Target Group Companies (i) represent actual indebtedness incurred by the applicable account debtors and (ii) have arisen from bona fide transactions in the ordinary course of business. Except as set forth on Section 4.06(c) of the respective dates they were prepared and Sellers’ Disclosure Schedule, since the results Balance Sheet Date, there have not been any write-offs as uncollectible of any customer accounts receivable of any Target Group Company, except for write-offs in the ordinary course of business consistent with past practice that would not, individually or in the aggregate, be material to the Business or the Target Group Companies taken as a whole. (d) All of the operations of the Company Target Group Companies’ revenue for the periods indicated. The balance sheet of the Company as of fiscal year ended December 31, 2014 is referred 2017 was generated by sales to herein as Persons that were located 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 abilityUnited States.

Financial Statements. Complete Except as otherwise indicated below, attached as Schedule 2.5 are true and complete copies of: (i) (A) the balance sheets of the Company’s unaudited financial statements consisting Companies as of the balance sheet of the Company as at December 31 in the year 2014 31, 1995, and the related consolidated statements of income income, stockholders' equity and cash flow for the fiscal year then ended December 31, 1995, together with the notes thereto and (B) the “Unaudited Financial Statements”), and unaudited financial statements consisting balance sheets of the balance sheet Companies as of the Company as at July December 31, 2015 1994, and the related consolidated statements of income income, stockholders' equity and cash flow for the seventh- month period then fiscal year ended (the “Interim Financial Statements” and December 31, 1994, together with the Unaudited notes thereto, in each case examined by and accompanied by the report of independent certified public accountants (except where such examination and report are not available); (ii) the balance sheets of the Companies as of November 30, 1996 (the "November 30 Balance Sheets"); and (iii) the most recent monthly and year-to-date financial statements provided to each franchisor of the Companies (each, a "Company Factory Statement" and, collectively, the "Company Factory Statements"); (all the foregoing financial statements, including the notes thereto, being referred to herein collectively as the "Company Financial Statements, the “Financial Statements”) are included in the Disclosure Schedules/have been delivered to Buyer"). The Company Financial Statements have been prepared to the best of Company’s ability are consistent with and in accordance with GAAP applied on a consistent basis throughout the period involvedbooks and records of the Companies, subjectfairly present the financial position, results of operations, stockholders' equity and changes in financial position of the Companies as of the dates and for the periods indicated, in the case of the Interim Financial Statementsfinancial statements referred to in clause (i) above in conformity with GAAP consistently applied (except as otherwise indicated in such statements) during such periods, 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 unaudited financial statements included in the Audited Company Financial Statements)Statements indicate all adjustments, which consist of only normal recurring accruals, necessary for such fair presentations. The Company Financial Statements are based on consistent with the financial records maintained and the accounting methods applied by the Companies for tax purposes. 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 records accounts of the Company, Companies are complete and fairly present correct in all material respects the financial condition and fairly reflect all of the Company as transactions, items of income and expense and all assets and liabilities of the respective dates they were prepared and the results businesses 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 abilityCompanies.

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 copies of the Company’s (a) The unaudited financial statements consisting of the balance sheet sheet, income statement and certain 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 August 31, 2015 and the related statements of income for the seventh- month period then ended 2001 attached hereto as Schedule 2.4 (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 (to the Seller’s Knowledge) US GAAP applied on in accordance with past practice, are true and accurate and set out a consistent basis throughout the period involved, subject, in the case fair view of the Interim Financial Statements, to normal results of operations 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 position of the Company as of the respective dates they were prepared and the results of the operations August 31, 2001. All liabilities of the Company for are properly reserved against in 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 Financial Statements in accordance with GAAP (to the best Seller’s Knowledge) US GAAP. (b) The Company has no indebtedness, liability, claim or obligation of its abilityany nature, fixed or contingent, liquidated or unliquidated, secured or unsecured of a type that would be recorded in the Company’s financial statements if applied on a consistent basis, except (i) liabilities specifically described and reflected at their precise accounting value in the Financial Statements, (ii) fixed liabilities incurred in the ordinary course of business on commercially reasonable terms since August 31, 2001, (iii) fixed commercial obligations to perform pursuant to executory Contracts entered into in the ordinary course of business on commercially reasonable terms, consistent with past practices, and not in default, (iv) liabilities of less than US$10,000, and not more than US$50,000 in the aggregate, and (v) liabilities specifically disclosed and reflected at their precise accounting value in Schedule 2.4(b); and to the Company’s Knowledge, there is no existing condition, situation or set of circumstances which will result in any such liabilities except for the liabilities identified in this Section 2.4(b). (c) With the exception of the items that are mentioned expressly and specifically in the Financial Statements, the Company does not have or has not consented to, as the case may be, any off balance-sheet commitments, sureties, guarantees, letters of credit, comfort letters or similar commitments.

Financial Statements. Complete copies (a) Each of the Company’s unaudited financial statements consisting of (including, in each case, any notes thereto) contained or incorporated by reference in the balance sheet Company SEC Reports (including each of the Company as at December 31 in SEC Filings filed after the year 2014 date hereof until the Acceptance Date) complied with the rules and the related statements of income for the year then ended (the “Unaudited Financial Statements”), and unaudited financial statements consisting regulations of the balance sheet SEC (including Regulation S-X) as of the Company as at July 31date of the filing of such reports, 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 was prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout GAAP, and fairly presents in all material respects the period involvedfinancial condition and the results of operations, changes in stockholders’ equity and cash flow of the Acquired Corporations as at the respective dates of and for the periods referred to in such financial statements, subject, in the case of the Interim Financial Statementsinterim financial statements, to (i) the omission of notes to the extent permitted by Regulation S-X (that, in the case of interim financial statements included in the Company SEC Reports filed since the Company’s most recent Annual Report on Form 10-K, would not differ materially from the notes to the financial statements included in such Annual Report) (the consolidated balance sheet included in such Annual Report, the “Balance Sheet”), and (ii) normal and recurring year-end adjustments (the effect of which will not not, individually or in the aggregate, be materially adverse) and adverse to the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial StatementsAcquired Corporations). The Financial Statements are based on financial statements referred to in this Section 3.5 reflect the books and records 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 Subsidiaries of the Company are, or, since April 1, 2006 have been, required by GAAP to be included in the consolidated financial statements of the Company, and fairly present in all material respects the financial condition of the . (b) 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 not a party to herein as the “Balance Sheet” and the date thereof as the “any Off-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 abilityArrangements.

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 of (i) Attached hereto as Exhibit E are 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 Statements, collectively the “Financial Statements”): (i) are included audited consolidated balance sheets and statements of income, changes in owners net investment/shareholders equity, and cash flow as of and for the Disclosure Schedulesfiscal years ended March 31, 2002, March 31, 2003 and March 31, 2004 (the “Most Recent Fiscal Year End”) for the Seller; and (ii) unaudited consolidated balance sheets and statements of income, changes in owners net investment/have been delivered shareholders equity, and cash flow (except for footnotes relating to Buyerthe Transaction) (the “Most Recent Financial Statements”) for the quarter ended June 30, 2004 (the “Most Recent Fiscal Month End”) for the Seller. The Financial Statements (including the notes thereto except for the omission of footnotes relating to the Transaction) 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, in present fairly the case financial condition of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect Seller as of which will not be materially adverse) such dates and the absence results of notes (thatoperations of the Seller for such periods, if presentedare correct and complete in all material respects, would not differ materially from those presented and are consistent in the Audited Financial Statements). The Financial Statements are based on all material respects with the books and records of the CompanySeller (which books and records are correct and complete) and with the Seller’s financial statements (the “Seller Financial Statements”). (ii) To the Seller’s Knowledge, the Seller Financial Statements (i) do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by the Seller Financial Statements; and (ii) fairly present in all material respects the financial condition condition, results of operations and cash flows of the Company Seller as of, and for, the periods presented in Seller Financial Statements. (iii) The Seller’s officers are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Seller and have: (A) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed to ensure that material information relating to the Seller, is made known to such officers by others within the Seller, particularly during the periods in which the Seller Financial Statements are being prepared; (B) evaluated the effectiveness of the Seller’s disclosure controls and procedures and presented in the Seller Financial Statements their conclusions about the effectiveness of the disclosure controls and procedures, as of the respective dates they were prepared end of the period covered by the Seller Financial Statements based on such evaluation; and (C) disclosed in the Seller Financial Statements any change in the Seller’s internal control over financial reporting that occurred during the Seller’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Seller’s internal control over financial reporting. (iv) The Seller’s officers have disclosed, based on their most recent evaluation of internal control over financial reporting, to the Seller’s auditors and the results audit committee of the operations Seller’s Board of Directors (or persons performing the Company for equivalent functions): (A) all significant deficiencies and material weaknesses in the periods indicated. The balance sheet design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company as of December 31Seller’s ability to record, 2014 is referred to herein as process, summarize and report financial information; and (B) any fraud, whether or not material, that involves management or other employees who have a 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 abilitySeller’s internal control over financial reporting.

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 (i) The Company has delivered to Kingfish complete copies of the Company’s unaudited 's (A) audited financial statements consisting of the balance sheet (including related notes and schedules, if any) of the Company as of and at December 31 in the year 2014 31, 2022 and 2021, and the related statements of income and retained earnings, members’ equity and cash flow for the year years then ended (the “Unaudited Financial Statements”), and unaudited financial statements consisting . The Company has furnished Kingfish with all management letters of its outside independent certified public accountants relating to audits performed in connection with 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 and all Current Financial Statements (as defined in section 8(e) hereof), including in each case, any related notes: (A) have been and will be prepared to from, and are and will be in accordance with, in each case, the best books and records of the Company’s ability , which books and records have been maintained in accordance with good business practices, (B) are and will be true, complete and correct in all respects as of their respective dates, (C) were prepared and will be prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the absence of certain footnotes) applied on a consistent basis throughout during the period involvedaggregate of the periods covered by the Financial Statements (or except as may be stated in the notes thereto) and (D) fairly present and will fairly present the financial position at the date thereof and the results of operations and cash flows (and changes in financial position, if any) of the Company for the periods referred to therein, subject, in the case of the Interim Financial Statementswith respect to interim unaudited financial statements, to normal and recurring year-end adjustments (the effect of which will that are not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented material 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 indicatedamount. The balance sheet of the Company as of December 31, 2014 2022 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 The Company has previously delivered to Delta (i) the audited consolidated financial statements of the Company’s unaudited Company and its Subsidiaries for the years 2001, 2002, and 2003 (including the footnotes thereto) (the "AUDITED FINANCIAL STATEMENTS"), and (ii) the audited consolidated financial statements consisting of the Company and its Subsidiaries for the ten (10) months ended October 29, 2004 (including the consolidated balance sheet of the Company as at December 31 in and its Subsidiaries for the year 2014 ten (10) months ended October 29, 2004 and the related consolidated statements of income income, shareholders' equity and cash flows for the year ten (10) months then ended (together, the “Unaudited "INTERIM FINANCIAL STATEMENTS"). All of such financial statements referred to in this Section 4.6 are collectively referred to herein as the "COMPANY FINANCIAL STATEMENTS." The Company Financial Statements”)Statements (a) are complete; (b) have been prepared from, and unaudited financial statements consisting of are in accordance with, the balance sheet books and records of the Company as at July 31and (c) present fairly, 2015 in all material respects, the financial position and the related statements results of income operations of the Company and its Subsidiaries as of the dates and for the seventh- month period then ended (the “Interim Financial Statements” and together with the Unaudited Financial Statementsperiods indicated, 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 each case in accordance with U.S. GAAP consistently applied on a consistent basis throughout the period involvedperiods involved except as otherwise stated therein, and subject, in the case of the Interim Financial Statements, to normal year end audit adjustments that are not, in the aggregate, material and recurring year-end adjustments (the effect of which will not be materially adverse) and to the absence of notes (thatas may be required by U.S. GAAP. Such financial statements for the interim period reflects all reserves and adjustments necessary for a fair presentation of financial position and, if to the extent presented, would not differ materially from those presented changes in financial position and results of operations for the Audited Financial Statements)period presented. The Financial Statements are based on the books and records of the Company, Company and fairly present its Subsidiaries to which such statements relate are complete 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” fully 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 abilityfairly reflect bona fide transactions set forth therein.

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 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.