Common use of Financial Statements Clause in Contracts

Financial Statements. (a) Attached as Part 4.4 of the Parent Disclosure Schedule is a copy of each of the (i) audited consolidated balance sheets of the Acquired Companies as at the fiscal years’ ended December 31, 2003 and December 31, 2002, and the related audited consolidated statements of income, changes in shareholders’ equity, and cash flow for each of the fiscal years then ended, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ (collectively, the “Company Audited Financial Statements”), and (ii) an unaudited consolidated balance sheet of the Acquired Companies as at September 30, 2004 (the “Interim Balance Sheet”) and the related unaudited consolidated statements of income, changes in shareholders’ equity, and cash flow for the nine (9) months then ended (collectively, the “Interim Financial Statements” and together with the Interim Balance Sheet and Company Audited Financial Statements, the “Company Financial Statements”). (b) The Company Audited Financial Statements: (i) present a true and fair view of the state of affairs of the financial condition and the results of operations, changes in shareholders’ equity, and cash flow of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements; (ii) have been prepared in accordance with UK GAAP, subject to the notes set out in such financial statements; and (iii) have been prepared using the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement of the Acquired Companies in respect of each of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed in the notes to the 2003 Company Audited Financial Statements. (c) The Interim Financial Statements were properly prepared in accordance with accounting bases, policies, practices and procedures consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with that adopted in the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation of the state of affairs of the financial condition of the Acquired Companies as of the dates thereof.

Financial Statements. (a) Attached as Part 4.4 Section 5.08(a) of the Parent Company Disclosure Schedule is a copy Letter hereto are true and complete copies of each of the (i) the audited consolidated balance sheets of the Acquired Company, its Subsidiaries and the Group Companies as at the fiscal years’ ended of December 31, 2003 2023 and December 31, 2002, 2022 and the related audited consolidated statements of incomeoperations, changes in cash flows and shareholders’ equityequity for the years ended December 31, 2023 and cash flow for each of the fiscal years then ended2022, together with the report auditor’s reports thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ (collectively, the “Company Audited Annual Financial StatementsStatement”), ) and (ii) an the unaudited consolidated balance sheet sheets of the Acquired Company, its Subsidiaries and the Group Companies as at September 30of March 31, 2004 (the “Interim Balance Sheet”) 2024, and the related unaudited consolidated statements of incomeoperations, changes in cash flows and shareholders’ equity, and cash flow equity for the nine three months ended March 31, 2024 (9) months then ended (collectively, the “Interim Unaudited Financial Statements” and and, together with the Interim Balance Sheet and Company Audited Annual Financial Statements, the “Company Financial Statements”). (b) The Company Audited Financial Statements: Statements (i) present a true have been prepared from, and fair view accurately reflect in all material respects, the books and records of the state of affairs of the financial condition Company, its Subsidiaries and the Group Companies in accordance with GAAP, (ii) present fairly, in all material respects, the consolidated financial position, results of operations, income (loss), cash flows and changes in shareholders’ equity, and cash flow equity of the Acquired Company, its Subsidiaries and the Group Companies as at of the respective dates of and for the periods referred to indicated in such financial statements; Financial Statements in conformity with GAAP consistently applied in all material respects throughout the periods covered thereby (iiexcept, in the case of the Unaudited Financial Statements, for the absence of footnotes and other presentation items and normal year-end adjustments) have been prepared in accordance with UK GAAP, subject to the notes set out in such financial statements; and (iii) have been prepared using when delivered by the same basesCompany for inclusion in the Registration Statement for filing with the SEC following the date of this Agreement in accordance with Section 9.02, will comply in all material respects with the applicable accounting policies, practices requirements and methods adopted in preparing with the audited consolidated financial statement rules and regulations of the Acquired Companies SEC, the Exchange Act and the Securities Act applicable to a registrant, in respect of each effect as of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed in the notes to the 2003 Company Audited Financial Statementsrespective dates thereof. (c) The Interim Financial Statements were properly prepared Except as disclosed in Section 5.10(c) of the Company Disclosure Letter, the Company, its Subsidiaries and the Group Companies have established and maintained systems of internal controls sufficient to provide reasonable assurance (i) that transactions, receipts and expenditures of the Company, its Subsidiaries and the Group Companies are being executed and made only in accordance with accounting basesappropriate authorizations of management of such entity, policies, practices and procedures consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with (ii) that adopted in transactions are recorded as necessary to permit the preparation of financial statements in accordance with GAAP, (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company, its management accounts Subsidiaries and the Group Companies and (iv) that accounts, notes and other receivables and inventory are recorded accurately. The books and records of the Company, its Subsidiaries and the Group Companies have been kept and maintained in all material respects in accordance with applicable Laws. (d) Any Taxes or Tax liabilities that relate to a Pre-Closing Tax Period that are not yet due and payable (i) for all periods ended during covered by the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation have been properly accrued and adequately disclosed on the Financial Statements in accordance with GAAP, and (ii) for periods not covered by the Financial Statements have been properly accrued on the books and records of the state of affairs of Company, its Subsidiaries and the financial condition of the Acquired Group Companies as of the dates thereofin accordance with GAAP.

Financial Statements. (a) Attached as Part 4.4 of the Parent Disclosure Schedule is a copy of each of the (i) audited The Company has previously made available to Purchaser correct and complete copies of (A) the consolidated balance sheets of the Acquired Companies Company and its Subsidiaries as at the fiscal years’ ended of December 31, 2003 and December 312024, 20022023, and the 2022 and related audited consolidated statements of income, comprehensive income, changes in shareholders’ equityequity and cash flows for each of the years in the three-year period ended December 31, 2024, together with the notes thereto, accompanied by the audit report of the Company’s independent auditor (the “Audited Financial Statements”) and (B) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2025, and related consolidated statement of income, and comprehensive income, changes in shareholders’ equity and cash flow for each of the fiscal years then endedsix (6) month period ended June 30, 2025 (such unaudited financial statements, together with the report thereon Audited Financial Statements, the “Financial Statements”). The Financial Statements were prepared from the books and records of BDO the Company and its Subsidiaries, fairly present the consolidated financial position of the Company and its Subsidiaries in each case at and as of the dates indicated and the consolidated results of operations and cash flows of the Company and its Subsidiaries for the periods indicated, and, except as otherwise set forth in the notes thereto, and except as set forth on Section 3.2(h) of the Company’s Disclosure Letter, were prepared in accordance with GAAP consistently applied throughout the periods covered thereby; provided, however, that the unaudited financial statements for interim periods are subject to normal year-end adjustments (which will not be material individually or in the aggregate) and lack footnotes to the extent permitted under applicable regulations and GAAP. The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other legal and accounting requirements and reflect only actual transactions. As of the date of this Agreement, the Company’s independent auditor, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ PLLC, has not resigned (collectivelyor informed the Company that it intends to resign) or been dismissed as independent auditor of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, the “Company Audited Financial Statements”), and financial statement disclosure or auditing scope or procedure. (ii) an unaudited consolidated balance sheet The Company has made available to Purchaser true and complete copies of the Acquired Companies Reports of Condition and Income as at September of December 31, 2024, December 31, 2023, December 31, 2022 and June 30, 2004 2025 (the “Interim Balance SheetBank Call Reports”) and the related unaudited consolidated statements of incomefor Company Bank. The Bank Call Reports fairly present, changes in shareholders’ equity, and cash flow for the nine (9) months then ended (collectivelyall material respects, the “Interim Financial Statements” and together with the Interim Balance Sheet and financial position of Company Audited Financial Statements, the “Company Financial Statements”). (b) The Company Audited Financial Statements: (i) present a true and fair view of the state of affairs of the financial condition Bank and the results of operations, changes in shareholders’ equity, and cash flow of the Acquired Companies as its operations at the respective dates of date and for the periods referred applicable period indicated in each Bank Call Report in conformity with the instructions to such Bank Call Report. The Bank Call Reports do not contain any items of special or nonrecurring income or any other income not earned in such financial statements; the ordinary course of business except as expressly specified therein. Company Bank has calculated its allowance for credit losses (ii“ACL”) have been prepared in accordance with UK GAAPregulatory accounting principles, subject to including the notes set out in such financial statements; Instructions for Preparation of Consolidated Reports of Condition and (iii) have been prepared using Income and the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement of the Acquired Companies in respect of each of the two financial years preceding the financial year ended Interagency Policy Statement on the December 31, 2003, except Allowance for Credit Losses as disclosed in the notes applied to the 2003 Company Audited Financial Statements. (c) The Interim Financial Statements were properly prepared banking institutions and in accordance with accounting bases, policies, practices all applicable rules and procedures consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with that adopted in the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation of the state of affairs of the financial condition of the Acquired Companies as of the dates thereofregulations.

Financial Statements. (a) Attached as Part 4.4 The Company has made available to SPAC true, correct and complete copies of the Parent Disclosure Schedule is a copy of each of the (i) the audited consolidated balance sheets sheet and statements of net loss, comprehensive loss, and cash flows of the Acquired Target Companies as at of and for the fiscal years’ years ended December 31, 2003 2019, December 31, 2020 and December 31, 20022021, and shall, pursuant to Section 8.6, make available to SPAC true, correct and complete copies of the related audited consolidated balance sheet and statements of incomenet loss, changes in shareholders’ equitycomprehensive loss, and cash flow for each flows of the fiscal years then endedTarget Companies as of and for the year ended December 31, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ 2022 (collectively, the “Company Audited Financial Statements”), ) and (ii) an the unaudited consolidated balance sheet and statements of net loss, comprehensive loss, and cash flows of the Acquired Target Companies as at September 30of and for the year ended December 31, 2004 2022 (the “Interim Balance Sheet”) and the related unaudited consolidated statements of income, changes in shareholders’ equity, and cash flow for the nine (9) months then ended (collectively, the “Interim Company Unaudited Financial Statements” and together with the Interim Balance Sheet and Company Audited Financial Statements, the “Company Financial Statements”). (b) The Company Audited Financial Statements: Statements (i) fairly present a true and fair view in all material respects the consolidated financial position of the state of affairs of the financial condition and the results of operationsTarget Companies, changes in shareholders’ equity, and cash flow of the Acquired Companies as at the respective dates thereof, and the consolidated results of their operations, their consolidated incomes, their consolidated changes in shareholders’ equity and their consolidated cash flows for the respective periods referred to in such financial statements; then ended, (ii) have been were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be disclosed in the footnote disclosures thereto, and except that the Company Unaudited Financial Statements do not include footnotes or normal year-end adjustments, none of which would be material), (iii) were prepared from, and are in accordance with, in all material respects, the books and records of the Target Companies, (iv) with respect to the PCAOB Audited Financial Statements, were audited in accordance with UK GAAP, subject to the notes set out in such financial statements; standards of the Public Company Accounting Oversight Board and contain an unqualified report of the Company’s auditor and (iiiv) have been prepared using when delivered after the same basesdate hereof by the Company for inclusion in the Registration Statement and the Proxy Statement for filing with the SEC following the date of this Agreement in accordance with Section 8.16, will comply in all material respects with the applicable accounting policies, practices requirements and methods adopted in preparing with the audited consolidated financial statement rules and regulations of the Acquired Companies SEC, the Exchange Act and the Securities Act applicable to a registrant in respect of each effect as of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed in the notes to the 2003 Company Audited Financial Statementsrespective dates thereof. (c) The Interim Financial Statements were properly prepared in accordance with accounting basesCompany has not identified, policies, practices and procedures consistent with those used in preparing has not received from any independent auditor of the Company Audited Financial Statements and any written notification of, (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the Company’s management or other employees who have a manner consistent with that adopted role in the preparation of its management accounts for all periods ended during financial statements or the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation internal accounting controls utilized by the Company or (iii) any written claim or allegation regarding any of the state foregoing. (d) There are no outstanding loans or other extensions of affairs credit made by the Target Companies to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the financial condition Target Companies. (e) Except as set forth in Section 6.7(e) of the Acquired Companies Company Disclosure Schedules, as of the dates date hereof, the Target Companies do not have any Indebtedness of the type referred to in clauses (a)-(e) of the definition thereof. (f) Except for those that will be reflected or reserved on or provided for in the balance sheets of the Company contained in the Company Financial Statements, no Target Company has any Liabilities of a nature required to be disclosed on a balance sheet in accordance with GAAP, except for (i) those that were incurred after December 31, 2022 in the ordinary course of business, none of which are material, individually or in the aggregate, (ii) obligations for future performance under any contract to which any Target Company is a party, or (iii) Liabilities incurred for transaction expenses in connection with this Agreement, any Ancillary Document or the Transactions.

Financial Statements. (a) Attached as Part 4.4 Copies of the Parent Disclosure Schedule is a copy of each of following financial statements have been delivered to the Buyer or have been made available to the Buyer for its review: (i) the audited consolidated balance sheets sheet of the Acquired Companies Holdco and Enginetics as at September 30, 2012, and at September 30, 2013 (the fiscal years’ ended December 31, 2003 and December 31, 2002“2013 Balance Sheet”), and the related audited consolidated statements of income, changes in shareholdersstockholders’ equity, and cash flow flows for each of the fiscal years then ended, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ notes thereto (collectively, the “Company Audited Financial Statements”), and (ii) an the unaudited consolidated balance sheet of the Acquired Companies Holdco and Enginetics as at September of June 30, 2004 2014 (the 18 “Interim Balance SheetSheet Date”) ), and the related unaudited consolidated statements statement of income, changes in shareholders’ equity, and cash flow income for the nine (9) months nine-month period then ended (collectively, the “Interim Financial Statements” and together with the Interim Balance Sheet and Company Audited Financial Statements, the “Company Financial Statements”). (b) The Company Audited Financial Statements: (i) present a true and fair view of the state of affairs of the financial condition and the results of operations, changes in shareholders’ equity, and cash flow of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements; (ii) Statements have been prepared in accordance with UK GAAP and fairly present, in all material respects, the financial position of Holdco and Enginetics as of September 30, 2012 and as of September 30, 2013, and the results of their operations and their cash flow for the years then ended in accordance with GAAP, subject to the notes set out in such financial statements; and (iii) . The Interim Financial Statements have been prepared using by management in accordance with GAAP (except for the same bases, accounting policies, practices absence of footnote disclosure and methods adopted in preparing the audited consolidated financial statement of the Acquired Companies in respect of each of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed in the notes to the 2003 Company Audited Financial Statementsyear-end adjustments). (c) The All accounts receivable of Holdco and Enginetics set forth in the Interim Financial Statements were properly prepared or arising after the date thereof represent sales actually made in accordance with accounting basesthe ordinary course of business or valid claims as to which full performance has been rendered by Enginetics and, policiesto Holdco’s Knowledge, practices are collectable in full within 120 days of their respective due dates, subject to (i) any reserve for returns and procedures consistent with those used bad debts taken into account in preparing the Company Audited calculation of Net Working Capital and (ii) any uncollectability due to the bankruptcy, insolvency, or dissolution of any debtor. The reserve set forth in the Financial Statements against the accounts receivable for returns and bad debts has been calculated in a manner consistent with that adopted in the preparation of its management accounts for all periods ended during the 9 months prior to past practice. Since September 30, 20042013, neither Holdings nor Enginetics has canceled, or agreed to cancel, in whole or in part, any accounts receivable except in the ordinary course of business consistent with past practice. Such All inventory (other than raw material inventory) reflected on the Interim Financial Statements are have been valued at the lower of cost or market value on a fair presentation first-in, first-out basis in accordance with GAAP. All raw material inventory reflected on the Interim Financial Statements have been valued at the lower of cost (weighted average cost method) or market in accordance with GAAP. The reserves established on the Interim Financial Statements in connection with inventory have been established in accordance with GAAP in a manner consistent with past practice. (d) The spreadsheet attached hereto as Schedule 5.6(d) has been prepared from the books and records of Enginetics and fairly presents, in all material respects, the consolidated profitability of sales by Enginetics of the state of affairs of parts identified therein for (i) the financial condition of fiscal years ended September 30, 2012 and 2013, and (ii) the Acquired Companies as of the dates thereofnine month period ended June 30, 2014.

Financial Statements. (a) Attached as Part 4.4 of the Parent Disclosure Schedule is a copy of each of the The (i) audited consolidated combined balance sheets of the Acquired Companies Company and its Subsidiaries as at December 31, 2003, together with the fiscal years’ related combined statements of income, stockholders' equity, retained earnings and cash flows of the Company and its Subsidiaries for the three most recent Fiscal Years ended on such date, certified by the Company's Accountants and (ii) unaudited combined balance sheets of the Company and its Subsidiaries as at September 30, 2004, together with related statements of income, stockholder's equity, retained earnings and cash flows of the Company and its Subsidiaries for the nine-month period then ended, delivered to the Lenders on or prior to the Closing Date are not materially inconsistent with the financial statements previously provided to such Lenders and fairly present (subject, in the case of said balance sheets as at September 30, 2004, and said statements of income, retained earnings and cash flows for the nine-month period then ended, to the absence of footnote disclosures and normal recurring year-end audit adjustments) the financial condition of the Company and its Subsidiaries as at such dates and the results of the operations of the Company and its Subsidiaries for the period ended on such dates, all in conformity with GAAP and Regulation S-X under the Securities Act of 1933 and the Securities Exchange Act of 1934. The consolidating guarantor group condensed balance sheets as at December 31, 2003 and December 31September 30, 2002, 2004 and the related audited consolidated consolidating guarantor group condensed statements of income, changes in shareholders’ equity, income for the Fiscal Year then ended and cash flow for each of the fiscal years nine-month period then ended, together respectively, delivered to the Lenders on or prior to the Closing Date, are not materially inconsistent with the report thereon financial statements previously provided to such Lenders and fairly present (subject, in the case of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ (collectively, the “Company Audited Financial Statements”), and (ii) an unaudited consolidated said balance sheet of the Acquired Companies sheets as at September 30, 2004 (2004, and said statements of income for the “Interim Balance Sheet”nine-month period then ended, to the absence of footnote disclosures and normal recurring year-end audit adjustments) the financial condition of the Company and its Subsidiaries as at such dates and the related unaudited consolidated statements results of income, changes in shareholders’ equity, the operations of the Company and cash flow its Subsidiaries for the nine (9) months then period ended (collectivelyon such dates, all in conformity with GAAP and Regulation S-X under the “Interim Financial Statements” Securities Act of 1933 and together with the Interim Balance Sheet and Company Audited Financial Statements, the “Company Financial Statements”)Securities Exchange Act of 1934. (b) The Company Audited Financial Statements: (i) present a true and fair view None of the state Borrowers or any of affairs of their respective Subsidiaries has any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment that is not reflected in the financial condition and the results of operations, changes in shareholders’ equity, and cash flow of the Acquired Companies as at the respective dates of and for the periods Financial Statements referred to in such financial statements; clause (iia) have been prepared in accordance with UK GAAP, subject to the notes set out in such financial statements; and (iii) have been prepared using the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement of the Acquired Companies in respect of each of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed above or in the notes to the 2003 Company Audited Financial Statementsthereto and not otherwise permitted by this Agreement. (c) The Interim Financial Statements were properly pro forma Consolidated balance sheet of the Company and its Subsidiaries delivered to the Lenders on the Closing Date have been prepared on a pro forma 77 basis after giving effect to the Transactions and accurately apply pro forma adjustments (which are reasonable in light of conditions and facts known to the Company at the time and are derived in good faith) to the balance sheet of the Company and its Subsidiaries and is prepared in accordance with accounting bases, policies, practices GAAP and procedures consistent are not materially inconsistent with those used in preparing the forecasts previously provided to the Lenders prior to the Closing Date. The Projections have been prepared by the Company Audited Financial Statements and in a manner consistent with that adopted in light of the preparation past operations of its management accounts business, and reflect projections for seven Fiscal Years commencing on January 1, 2005, on a quarterly basis for the first year and on a year by year basis thereafter. The Projections are not materially inconsistent with the Projections previously provided to the Agents and are based upon estimates and assumptions stated therein, all periods ended during of which the 9 months prior Company believes to September 30be reasonable in light of conditions and facts known to the Company and, 2004. Such Interim Financial Statements are a fair presentation of the state of affairs of the financial condition of the Acquired Companies as of the dates thereofClosing Date, reflect the Company's good faith and reasonable estimates of the future financial performance of the Company and its Subsidiaries and of the other information projected therein for the periods set forth therein.

Financial Statements. (a) Attached as Part 4.4 Section 3.6(a) of the Parent Vornado Disclosure Schedule is a copy of each Letter are copies of the (i) audited consolidated following: balance sheets sheets, statements of income, statements of changes in equity and statements of cash flows with respect to the Acquired Companies Vornado Included Assets on an aggregate basis, each unaudited and with any footnotes in draft format only, as at of and for the fiscal years’ years ended December 31, 2003 2015, 2014 and December 312013 and the unaudited consolidated balance sheet as of June 30, 2002, 2016 and the related audited consolidated statements of operations and comprehensive income, consolidated statements of changes in shareholderspartners’ equitydeficit and consolidated statements of cash flows as of and for the six months ended June 30, 2016 and cash flow for 2015, each of the fiscal years then ended, together unaudited and with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ any footnotes in draft format only (collectively, the “Company Newco Financial Statements”). The Newco Financial Statements were derived from the books and records of the Vornado Parties and their Subsidiaries and were prepared in accordance with GAAP (it being understood, however, that the Vornado Included Entities have not been operating historically as a separate “standalone” entity or reporting segment and, therefore, when the Newco Financial Statements (including footnotes) are audited and filed in connection with the Form 10 (in such form, the “Newco Audited Financial Statements”), they will reflect certain adjustments necessary to be presented on a stand-alone basis in accordance with GAAP and (ii) an SEC requirements), subject in the case of unaudited consolidated balance sheet combined financial statements, to normal year-end adjustments, as at the dates and for the periods presented, and present fairly in all material respects the financial position, results of operations and cash flows of the Acquired Companies Vornado Included Assets as at September 30the dates and for the periods presented. The Newco Financial Statements present fairly, 2004 (in all material respects, the “Interim Balance Sheet”) combined financial position and the related unaudited consolidated statements combined results of incomeoperations of the Vornado Included Entities (taken as a whole and assuming none of them had been designated as Kickout Interests), changes as of the respective dates thereof or the periods then ended, in shareholders’ equityeach case except as may be noted therein (it being understood, and cash flow for however, that the nine (9) months then ended (collectivelyVornado Included Entities have not been operating historically as a separate “standalone” entity or reporting segment and, therefore, the “Interim Financial Statements” and together with the Interim Balance Sheet and Company Newco Audited Financial Statements, the “Company Financial Statements”Statements will reflect certain adjustments necessary to be presented on a stand-alone basis in accordance with GAAP and SEC requirements). (b) The Company When delivered, the Newco Audited Financial Statements: (i) Statements will present a true fairly, in all material respects, the combined financial position and fair view the combined results of operations of the state Vornado Included Entities (taken as a whole and assuming none of affairs them had been designated as Kickout Interests) as of the financial condition and the results of operations, changes in shareholders’ equity, and cash flow of the Acquired Companies as at the respective dates of and thereof or for the periods referred to in such financial statements; (ii) covered thereby, and will have been prepared in accordance with UK GAAP, subject GAAP consistently applied based on the historic practices and accounting policies of Vornado to the notes set out extent compliant with GAAP (it being understood, however, that the Vornado Included Entities have not been operating historically as a separate “standalone” entity or reporting segment and, therefore, the Newco Audited Financial Statements will reflect certain adjustments necessary to be presented on a stand-alone basis in such financial statements; accordance with GAAP and (iii) have been prepared using SEC requirements). The Newco Audited Financial Statements will conform in all material respects to the same bases, accounting policies, practices published rules and methods adopted in preparing the audited consolidated financial statement regulations of the Acquired Companies in respect of SEC applicable to financial statements for each of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed periods that will be required to be included in the notes to the 2003 Company Audited Financial StatementsForm 10. (c) The Interim Financial Statements were properly prepared With respect to Newco and Newco OP, Vornado and its Subsidiaries maintain, and have maintained, a standard system of accounting established and administered in accordance with GAAP applied on a consistent basis. Vornado and its Subsidiaries maintain a system of internal accounting basescontrols sufficient to provide reasonable assurance that (i) transactions in the Vornado Included Entities, policiesNewco and Newco OP are executed in accordance with management’s general or specific authorizations; (ii) transactions in the Vornado Included Entities, practices Newco and Newco OP are recorded as necessary to permit preparation of Newco Financial Statements in conformity with GAAP applied on a consistent basis and to maintain accountability for assets of the Vornado Included Entities, Newco and Newco OP; (iii) access to assets of the Vornado Included Entities, Newco and Newco OP is permitted only in accordance with management’s general or specific authorizations; and (iv) the recorded accountability for assets of the Vornado Included Entities, Newco and Newco OP is compared with the existing assets at reasonable intervals and appropriate action is to be taken with respect to any differences. (d) Vornado and Vornado OP maintain disclosure controls and procedures consistent with those used required by Rule 13a-15 or Rule 15d-15 under the Exchange Act, including in preparing relation to the Company Audited Financial Statements Vornado Included Assets, and such controls and procedures are effective to ensure that all material information concerning Vornado and Vornado OP and their subsidiaries in relation to the Vornado Included Assets is made known on a manner consistent with that adopted in timely basis to the individuals responsible for the preparation of its management accounts for all periods ended during Vornado SEC Filings and other public disclosure documents. As used in this Section 3.6, the 9 months prior term “filed” shall be broadly construed to September 30include any manner in which a document or information is furnished, 2004. Such Interim Financial Statements are a fair presentation of supplied or otherwise made available to the state of affairs of the financial condition of the Acquired Companies as of the dates thereofSEC.

Financial Statements. (a) Attached as Part 4.4 of Trade Street Capital and Trade Street Fund have delivered the Parent Disclosure Schedule is a copy of each of the following financial statements to Acquirer: (i) (A) audited consolidated balance sheets financial statements of Trade Street Fund as of and for the Acquired Companies as at the fiscal years’ periods ended December 31, 2003 2009 and 2010, including the consolidated balance sheets, consolidated statements of operations, consolidated statements of equity, and consolidated statements of cash flows as of and for the years then ended (the “Trade Street Fund Audited Financial Statements”); and (B) unaudited balance sheet and income statement as of and for the year ended December 31, 2002, and 2011 (the related audited consolidated statements of income, changes in shareholders’ equity, and cash flow for each of the fiscal years then ended“Trade Street Fund Unaudited Financial Statements” and, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ (collectivelyTrade Street Fund Audited Financial Statements, the “Company Audited Trade Street Fund Financial Statements”), and (ii) an unaudited consolidated balance sheet sheets, consolidated statements of operations, consolidated statements of equity, and consolidated statements of cash flows as of and for the Acquired Companies as at September 30years ended December 31, 2004 2010 and 2011 (the “Interim Balance Sheet”) and the related unaudited consolidated statements of income, changes in shareholders’ equity, and cash flow for the nine (9) months then ended (collectively, the “Interim Financial Trade Street Capital Unaudited Statements,” and together with the Interim Balance Sheet and Company Audited Trade Street Fund Financial Statements, the “Company Trade Street Financial Statements”). (b) . The Company Audited Trade Street Financial Statements: (i) present a true and fair view of the state of affairs of the financial condition and the results of operations, changes in shareholders’ equity, and cash flow of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements; (ii) Statements have been prepared in accordance with UK GAAP, subject to consistently applied, except in the notes set out case of the Trade Street Fund Unaudited Statements and the Trade Street Capital Unaudited Statements, for the absence of footnotes and normal recurring year-end adjustments (the effect of which will not, individually or in such the aggregate, be material). The Trade Street Financial Statements fairly present in all material respects the financial statements; position of Trade Street Fund, Trade Street Capital and (iii) their Subsidiaries and the results of operations and changes in financial position as of the dates and for the periods specified. The Trade Street Financial Statements have been prepared using the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement of the Acquired Companies in respect of each of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed in the notes to the 2003 Company Audited Financial Statements. (c) The Interim Financial Statements were properly prepared in accordance with accounting basesthe books and records of Trade Street Fund, policies, practices Trade Street Capital and procedures consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with that adopted in the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation of the state of affairs of the financial condition of the Acquired Companies as of the dates thereoftheir Subsidiaries.

Financial Statements. (a) Attached hereto as Part 4.4 of the Parent Disclosure Schedule is a copy of each of the Exhibit D are true and complete copies of: (i) the consolidated audited consolidated balance sheets sheet of the Acquired Companies Parmalat USA Corporation and subsidiaries as at the fiscal years’ ended of December 3128, 2003 2002 and December 3129, 2002, 2001 and the related audited consolidated statements of income, changes in shareholders’ equity, and cash flow for each of the fiscal years then ended, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ (collectively, the “Company Audited Financial Statements”), and (ii) an unaudited consolidated balance sheet of the Acquired Companies as at September 30, 2004 (the “Interim Balance Sheet”) and the related unaudited consolidated statements of income, changes in shareholders’ equity, operations and cash flow for the nine years then ended; (9ii) months the (A) unaudited consolidating balance sheets of Parmalat USA Corporation and subsidiaries as of December 27, 2003, (B) the unaudited consolidated statement of earnings of Parmalat USA Corporation and subsidiaries for the year then ended, and (C) the unaudited consolidated statement of cash flows of Parmalat USA Corporation and subsidiaries for the year then ended, in each case as regularly prepared in the ordinary course of business by the management of the Company (the "2003 Management Financial Statements"); and (iii) the (A) unaudited consolidating balance sheet of Parmalat USA Corporation and subsidiaries as of May 22, 2004, (B) the unaudited consolidated statement of earnings of Parmalat USA Corporation and subsidiaries for the month then ended and (collectivelyC) the unaudited consolidated statement of cash flows of Parmalat USA Corporation and subsidiaries for the month then ended, in each case as regularly prepared in the ordinary course of business by the management of the Company (the "2004 Period Financial Statements"). Subject to the matters discussed in Section 3.12 of the Disclosure Letter, the “Interim 2003 Management Financial Statements” Statements and together with the Interim Balance Sheet and Company Audited 2004 Period Financial Statements, the “Company Financial Statements”). (b) The Company Audited Financial Statements: (i) Statements present a true and fair view of the state of affairs of fairly in all material respects the financial condition of the Seller at the date specified and the results of operations, changes in shareholders’ equity, its operations and cash flow of the Acquired Companies as at the respective dates of and flows for the periods referred to in such financial statements; (ii) period specified and have been prepared in accordance with UK U.S. generally accepted accounting principles, consistently applied ("GAAP"), from the books and records of the Seller, which accurately and fairly reflect in all material respects the transactions of, acquisition and dispositions of assets by, and incurrence of Liabilities by the Seller, except that the 2003 Management Financial Statements and 2004 Period Financial Statements are in the form regularly used by management for internal financial reporting purposes, do not contain the footnote and other supplemental disclosures required for financial statements by GAAP, subject to the notes set out in such financial statements; and (iii) have been prepared using the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement of the Acquired Companies do not reflect any normal year-end adjustments that may be made in respect of each the subsequent commencement by the Seller of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed Bankruptcy Cases and are not in the notes to the 2003 Company Audited Financial Statements. (c) The Interim Financial Statements were properly prepared form in accordance with accounting bases, policies, practices and procedures consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with that adopted in the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation which audited financial statements of the state of affairs of the Seller would appear if such financial condition of the Acquired Companies as of the dates thereofstatements were prepared.

Financial Statements. (a) Attached Prior to the date hereof, Seller has made available to Buyer the audited balance sheet of Jorf as Part 4.4 of the Parent Disclosure Schedule is a copy of each of the (i) audited consolidated balance sheets of the Acquired Companies as at the fiscal years’ ended December 31, 2003 and December 31, 20022005, and the related audited consolidated statements of income, changes in shareholders’ equity, and cash flow flows for each of the fiscal years year then ended, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ ended (collectively, the “Company Audited Jorf Financial Statements”). The Jorf Financial Statements were prepared, in all material respects, in accordance with GAAP and fairly present, in all material respects, the financial position, results of operations and cash flows of Jorf as of December 31, 2005 and for the periods covered thereby, except as disclosed by the Jorf Financial Statements (iior the notes thereto). (b) an unaudited consolidated Prior to the date hereof, Seller has made available to Buyer the audited balance sheet of the Acquired Companies Jubail as at September 30of December 31, 2004 (the “Interim Balance Sheet”) 2005, and the related unaudited consolidated statements of income, changes shareholders’ equity and cash flows for the year then ended (the “Jubail Financial Statements”). The Jubail Financial Statements were prepared, in all material respects, in accordance with GAAP and fairly present, in all material respects, the financial position, results of operations and cash flows of Jubail as of December 31, 2005 and for the periods covered thereby, except as disclosed by the Jubail Financial Statements (or the notes thereto). (c) Prior to the date hereof, Seller has made available to Buyer the audited balance sheet of Neyveli as of March 31, 2006, and the related profit and loss account and cash flow statement for the year then ended (the “Neyveli Financial Statements”). The Neyveli Financial Statements were prepared, in all material respects, in accordance with GAAP and fairly present, in all material respects, the financial position, results of operations and cash flows of Neyveli as of March 31, 2006 and for the periods covered thereby, except as disclosed by the Neyveli Financial Statements (or the notes thereto). (d) Prior to the date hereof, Seller has made available to Buyer the audited balance sheet of Takoradi as of December 31, 2005, and the related statements of income and cash flows for the year then ended (the “Takoradi Financial Statements”). The Takoradi Financial Statements were prepared, in all material respects, in accordance with GAAP and fairly present, in all material respects, the financial position, results of operations and cash flows of Takoradi as of December 31, 2005 and for the periods covered thereby, except as disclosed by the Takoradi Financial Statements (or the notes thereto). (e) Prior to the date hereof, Seller has made available to Buyer the audited balance sheet of Shuweihat CMS International Power Company PJSC as of December 31, 2005, and the related statements of income, shareholders’ equity, and cash flow flows for the nine (9) months year then ended (collectively, the “Interim Financial Statements” and together with the Interim Balance Sheet and Company Audited Financial Statements, the “Company Shuweihat Financial Statements”). The Shuweihat Financial Statements were prepared, in all material respects, in accordance with GAAP and fairly present, in all material respects, the financial position, results of operations and cash flows of Shuweihat CMS International Power Company PJSC as of December 31, 2005 and for the periods covered thereby, except as disclosed by the Shuweihat Financial Statements (or the notes thereto). (bf) The Company Audited Prior to the date hereof, Seller has made available to Buyer the audited balance sheet of Taweelah as of December 31, 2005, and the related statements of income, shareholders’ equity and cash flows for the year then ended (the “Taweelah Financial Statements: (i) present a true ”). The Taweelah Financial Statements were prepared, in all material respects, in accordance with GAAP and fair view of the state of affairs of fairly present, in all material respects, the financial condition position, results of operations and cash flows of Emirates CMS Power Company PJSC as of December 31, 2005 and for the periods covered thereby, except as disclosed by the Taweelah Financial Statements (or the notes thereto). (g) Prior to the date hereof, Seller has made available to Buyer the audited balance sheet of CMS Energy (UK) Limited as of December 31, 2004, and the related profit and loss account for the year then ended (the “UK Financial Statements”). The UK Financial Statements were prepared, in all material respects, in accordance with GAAP and fairly present, in all material respects, the financial position, results of operationsoperations and cash flows of CMS Energy (UK) Limited as of December 31, changes in 2004 and for the periods covered thereby, except as disclosed by the UK Financial Statements (or the notes thereto). (h) Prior to the date hereof, Seller has made available to Buyer the audited balance sheet of Jorf Lasfar Handelsbolag as of December 31, 2005, and the related statements of income, shareholders’ equity, and cash flow flows for the year then ended (the “JLH Financial Statements”). The JLH Financial Statements were prepared, in all material respects, in accordance with GAAP and fairly present, in all material respects, the financial position, results of the Acquired Companies operations and cash flows of Jorf Lasfar Handelsbolag as at the respective dates of December 31, 2005 and for the periods referred to in such financial statements; (ii) have been prepared in accordance with UK GAAP, subject to the notes set out in such financial statements; and (iii) have been prepared using the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement of the Acquired Companies in respect of each of the two financial years preceding the financial year ended on the December 31, 2003covered thereby, except as disclosed in by the JLH Financial Statements (or the notes thereto). (i) Prior to the 2003 Company Audited date hereof, Seller has made available to Buyer the audited balance sheet of Jorf Lasfar Energiaktiebolag as of December 31, 2005, and the related statements of income, shareholders’ equity, and cash flows for the year then ended (the “JLE Financial Statements”). The JLE Financial Statements were prepared, in all material respects, in accordance with GAAP and fairly present, in all material respects, the financial position, results of operations and cash flows of Jorf Lasfar Energiaktiebolag as of December 31, 2005 and for the periods covered thereby, except as disclosed by the JLE Financial Statements (or the notes thereto). (j) Prior to the date hereof, Seller has made available to Buyer the audited balance sheet of Jorf Lasfar Power Energy Aktiebolag as of December 31, 2005, and the related statements of income, shareholders’ equity, and cash flows for the year then ended (the “JLPE Financial Statements”). The JLPE Financial Statements were prepared, in all material respects, in accordance with GAAP and fairly present, in all material respects, the financial position, results of operations and cash flows of Jorf Lasfar Power Energy Aktiebolag as of December 31, 2005 and for the periods covered thereby, except as disclosed by the JLPE Financial Statements (or the notes thereto). (k) Prior to Closing, Seller will make available to Buyer each of the 2006 Financial Statements, to the extent provided pursuant to Section 5.19. Each of the 2006 Financial Statements will be prepared, in all material respects, in accordance with GAAP and fairly present, in all material respects, the financial position, results of operations and cash flows of the relevant Material Subsidiary, as of the date of such 2006 Financial Statements and for the periods covered thereby, except as disclosed by such 2006 Financial Statements. (c) The Interim Financial Statements were properly prepared in accordance with accounting bases, policies, practices and procedures consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with that adopted in the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation of the state of affairs of the financial condition of the Acquired Companies as of the dates thereof.

Financial Statements. The (a) Attached as Part 4.4 of the Parent Disclosure Schedule is a copy of each of the (i) audited consolidated balance sheets of the Acquired Companies Company and its subsidiaries as at the fiscal years’ ended of December 31, 2003 2006 and December 31, 2002, 2007 (the “Balance Sheet Date”) and the related audited consolidated statements of income, changes in shareholders’ owner’s equity, and cash flow for each of the fiscal years then ended12 months ended December 31, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ (collectively2005, the “Company Audited Financial Statements”)December 31, 2006 and December 31, 2007, and (iib) an unaudited consolidated balance sheet of the Acquired Companies Company and its subsidiaries as at September 30of March 31, 2004 2008 (the “Interim Balance SheetSheet Date”) ), and the related unaudited consolidated statements of income, changes in shareholders’ owner’s equity, and cash flow for the nine (9) months year then ended (collectively, the “Interim Financial Statements” and together with the Interim Balance Sheet and Company Audited Financial Statements, the “Company Financial Statements”). (b) The that have been provided to Parent or will be provided prior to Closing comply in all material respects with all accounting requirements applicable to Company Audited Financial Statements: (i) present a true and fair view of the state of affairs of the financial condition and the results of operationsits subsidiaries, changes in shareholders’ equity, and cash flow of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements; (ii) have been prepared in accordance with UK generally accepted accounting principles (“GAAP”) consistently applied (except as may be indicated in the notes thereto), subject and fairly present, in all material respects, the consolidated financial position of Company and its subsidiaries as at the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal, recurring audit adjustments not material in scope or amount). There has been no change in Company’s accounting policies or the methods of making accounting estimates or changes in estimates that are material to the notes set out in such financial statements; and (iii) have been prepared using the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement Financial Statements. Section 3.1.5 of the Acquired Companies in respect of each Company Disclosure Schedule lists, and Company has delivered to Parent copies of the two financial years preceding documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S-K promulgated by the financial year ended on SEC) effected by Company or its subsidiaries since the December 31Balance Sheet Date. There are no material liabilities, 2003claims or obligations of any nature, except whether accrued, absolute, contingent, anticipated or otherwise, whether due or to become due, that are not reflected in the Financial Statements or the notes thereto. Except as disclosed in the notes to the 2003 Company Audited Financial Statements, neither Company nor its subsidiaries is a guarantor or indemnitor of any indebtedness or other liability of any other Person. (c) The Interim Financial Statements were properly prepared in accordance with accounting bases, policies, practices and procedures consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with that adopted in the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation of the state of affairs of the financial condition of the Acquired Companies as of the dates thereof.

Financial Statements. (a) Attached as Part 4.4 The Company has heretofore furnished to HCIC true and complete copies of the Parent Disclosure Schedule is audited consolidated financial statements of the Company and the Company Subsidiaries as of December 31, 2019, as for the year then ended which contain an unqualified report of the Company’s auditors (the “2019 Audited Financial Statements”) and a copy of each the draft consolidated financial statements of the (i) audited consolidated balance sheets Company and the Company Subsidiaries as of the Acquired Companies as at the fiscal years’ ended December 31, 2003 and December 31, 2002, and the related audited consolidated statements of income, changes in shareholders’ equity, and cash flow for each of the fiscal years then ended, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ 2020 (collectively, the “Company Audited 2020 Financial Statements”), and which are attached as Section 4.07(a) of the Company Disclosure Schedule. The 2019 Audited Financial Statements (including the notes thereto) (i) were prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) an fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of and at the date thereof and for the period indicated therein, except as otherwise noted therein, and (iii) were audited in accordance with the auditing standards of the AICPA. The 2020 Financial Statements (including the notes thereto) (i) were prepared in accordance with Regulation S-X and GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of and at the date thereof and for the period indicated therein, except as otherwise noted therein, and (iii) were prepared in accordance with PCAOB standards. (b) The Company has heretofore made available to HCIC true and complete copies of the unaudited consolidated balance sheet of the Acquired Companies Company and the Company Subsidiaries as at September 30of March 31, 2004 2021 (the “Interim Balance SheetFinancial Statements Date”) ), and the related unaudited consolidated statements of income, changes in shareholders’ equity, operations and comprehensive loss and cash flow flows of the Company and the Company Subsidiaries for the nine (9) months three-month period then ended (collectively, the “Interim Financial Statements” and together with the Interim Balance Sheet and Company Audited Financial Statements, the “Company Financial Statements”). (b, which are attached as Section 4.07(b) The Company Audited Financial Statements: (i) present a true and fair view of the state of affairs of the financial condition and the results of operations, changes in shareholders’ equity, and cash flow of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements; (ii) have been Company Disclosure Schedule. The Interim Financial Statements were prepared in accordance with UK GAAP, GAAP applied on a consistent basis throughout the periods indicated (except for the omission of footnotes and subject to year-end adjustments) and fairly present, in all material respects, the notes set out in such financial statements; position, results of operations and (iii) have been prepared using the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement cash flows of the Acquired Companies in respect Company and the Company Subsidiaries as of each of and at the two financial years preceding date thereof and for the financial year ended on the December 31, 2003period indicated therein, except as disclosed in otherwise noted therein and subject to recurring adjustments normally made at year-end, including accounting for the notes to the 2003 Company Audited Financial StatementsCompany’s preferred stock, warrants, and share-based awards. (c) The Except as and to the extent set forth on the Audited Financial Statements or the Interim Financial Statements were properly Statements, neither the Company nor any Company Subsidiary has any 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 ordinary course of business of the Company and each Company Subsidiary, as applicable, since the Interim Financial Statements Date, (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party or (iii) such other liabilities and obligations which would not, individually or in the aggregate, be material and adverse to the Company and Company Subsidiaries, taken as a whole. (d) Since the Formation Date, (i) neither the Company nor any Company Subsidiary nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting basesor auditing practices, policiesprocedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and procedures (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Company Board or any committee thereof. (e) All accounts receivable of the Company and the Company Subsidiaries reflected on the Interim Financial Statements or arising thereafter have arisen from bona fide transactions in the ordinary course of business consistent with those used past practices and in preparing accordance with GAAP and are collectible, subject to bad debts reserved in the Company Audited Interim Financial Statements Statements. To the knowledge of the Company, such accounts receivables are not subject to valid defenses, setoffs or counterclaims, other than routine credits granted for errors in ordering, shipping, pricing, discounts, rebates, returns in the ordinary course of business and other similar matters. The Company’s reserve for contractual allowances and doubtful accounts is adequate in all material respects and has been calculated in a manner consistent with that adopted past practices. Since December 31, 2020, neither the Company nor any of the Company Subsidiaries has modified or changed in any material respect its sales practices or methods, including such practices or methods in accordance with which the preparation Company or any of its management the Company Subsidiaries sell goods, fill orders or record sales. (f) All accounts for all periods ended during payable of the 9 months prior to September 30, 2004. Such Company and the Company Subsidiaries reflected on the Interim Financial Statements or arising thereafter are a fair presentation the result of bona fide transactions in the state ordinary course of affairs business and have been paid or are not yet due or payable. Since December 31, 2020, the Company and the Company Subsidiaries have not altered in any material respects their practices for the payment of such accounts payable, including the financial condition timing of the Acquired Companies as of the dates thereofsuch payment.

Financial Statements. (a) Attached as Part 4.4 Prior to the date of the Parent Disclosure Schedule is a copy of each of Initial Agreement, the Company provided to TPG and THL (i) audited consolidated the annual combined balance sheets of the Acquired Companies Company and its Subsidiaries as at of December 31, 2003 and 2002 and the fiscal years’ related combined statements of earnings, equity and comprehensive earnings and cash flows for each of the years in the three-year period ended December 31, 2003 and December 31, 2002, and (the related audited consolidated statements of income, changes in shareholders’ equity, and cash flow for each of the fiscal years then ended"Annual Combined Financial Statements"), together with the notes thereto, and the draft report of KPMG LLP thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ (collectively, which includes a legend indicating that certain transactions would have to be completed before KPMG LLP would be in a position to issue the “Company Audited Financial Statements”)draft report in final form, and (ii) an the unaudited consolidated combined balance sheet of the Acquired Companies Company and its Subsidiaries as at September June 30, 2004 reviewed by KPMG LLP (the “"Interim Balance Sheet”) "), and the related unaudited consolidated combined statements of income, changes in shareholders’ equity, earnings and cash flow flows, for the nine six (96) months month period then ended (collectivelyended, the “Interim "Unaudited Financial Statements” and "). The Unaudited Financial Statements, together with the Interim Balance Sheet and Company Audited Annual Combined Financial Statements are referred to as the "Financial Statements, the “Company ". The Financial Statements”). (b) The Company Audited Financial Statements: (i) present a true and fair view of the state of affairs of the financial condition and the results of operations, changes in shareholders’ equity, and cash flow of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements; (ii) Statements have been prepared in accordance with UK U.S. generally accepted accounting principles consistently applied ("GAAP") and fairly present the combined financial condition, assets and liabilities, results of operations, cash flows, and changes in equity and comprehensive earnings of the Company and its Subsidiaries as of the dates, and for the periods, indicated therein, subject in the case of the Unaudited Financial Statements to lack of footnotes and a statement of changes in equity and comprehensive earnings and normal year end adjustments that will not be material. Since June 30, 2004, there has not been any change of the Company's accounting principles, methods, or policies except as required by GAAP or as would not reasonably be expected to have a Material Adverse Effect. The results and accounts of the entities listed on disclosure Schedule 3.10 are included in the Financial Statements, but have been excluded from the final formation of the Company and its Subsidiaries and are therefore, not subject to the notes set out in such financial statements; and (iii) have been prepared using the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement terms of the Acquired Companies in respect of each of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed in the notes to the 2003 Company Audited Financial Statementsthis Transaction. (c) The Interim Financial Statements were properly prepared in accordance with accounting bases, policies, practices and procedures consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with that adopted in the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation of the state of affairs of the financial condition of the Acquired Companies as of the dates thereof.

Financial Statements. (a) Attached as Part 4.4 Sellers have provided to Purchaser true and complete copies of the Parent Disclosure Schedule is a copy of each of the (i) the audited consolidated balance sheets of sheet as of, and related statements for the Acquired Companies as at the fiscal years’ year then ended on, December 31, 2003 2012, December 31, 2013 and December 31, 2002, and the related audited consolidated statements of income, changes in shareholders’ equity, and cash flow 2014 for each of GFI TP Ltd., Trayport Limited, Trayport Contigo Limited and Trayport PTE Ltd. (the fiscal years “Audited Financial Statements”) and (ii) (A) the unaudited balance sheet as of, and related unaudited income statement for the year then endedended on, together with December 31, 2012, December 31, 2013 and December 31, 2014 for Trayport, Inc., (B) the report thereon unaudited balance sheet as of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ June 30, 2015 and related unaudited income statement for the six (6) month period then ended for Trayport, Inc., and (C) the unaudited balance sheet as of June 30, 2015 and related unaudited income statements for the six (6) month period then ended for each of GFI TP Ltd., Trayport Limited, Trayport Contigo Limited and Trayport PTE Ltd. (collectively, the “Company Audited Financial Statements”), and (ii) an unaudited consolidated balance sheet of the Acquired Companies as at September 30, 2004 (the “Interim Balance Sheet”) and the related unaudited consolidated statements of income, changes in shareholders’ equity, and cash flow for the nine (9) months then ended (collectively, the “Interim Unaudited Financial Statements” and together with the Interim Balance Sheet and Company Audited Financial Statements, the “Company Business Financial StatementsInformation”). (b) The Company Audited Business Financial Information has been prepared from the books and records of the Trayport Companies. Subject to the absence of footnotes and other presentation items and normal year-end and other adjustments (which other adjustments are not material to the Business) with respect to the Unaudited Financial Statements: , the Business Financial Information, except as otherwise indicated therein, has been prepared in accordance with the Applicable Accounting Standards, consistently applied within the applicable period, and (i) present with respect to the Business Financial Information of Trayport, Inc., fairly presents, in all material respects, the financial condition and the results of operations of Trayport, Inc. as at the respective dates and for the period covered by such Business Financial Information; (ii) with respect to the Business Financial Information of GFI TP Ltd., Trayport Limited and Trayport Contigo Limited, gives a true and fair view of the state of affairs of the financial condition and the results of operations, changes in shareholders’ equitysuch applicable Trayport Company, and cash flow of the Acquired Companies its respective assets and liabilities as at the respective dates of and for the periods referred to in covered by such financial statements; (ii) have been prepared in accordance with UK GAAP, subject to the notes set out in such financial statementsBusiness Financial Information; and (iii) have been prepared using the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement of the Acquired Companies in with respect of each of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed in the notes to the 2003 Company Audited Business Financial Statements. (c) The Interim Financial Statements were properly prepared in accordance with accounting basesInformation of Trayport PTE Ltd., policies, practices gives a true and procedures consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with that adopted in the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation view of the state of affairs of Trayport PTE Ltd. as at the respective dates and for the periods covered by such Business Financial Information. (c) To the Knowledge of Sellers, no Trayport Company has any Liabilities other than (i) Liabilities reflected or reserved in the unaudited financial condition of statements referred to in Section 4.9(a)(ii)(B) or Section 4.9(a)(ii)(C), (ii) Liabilities incurred in the Acquired Companies Ordinary Course after December 31, 2014, (iii) Liabilities incurred in connection with this Agreement or the Related Agreements or the transactions contemplated hereby or thereby, (iv) Liabilities that arise under Contracts to which a Trayport Company is a party as of the dates thereofdate hereof (excluding Liabilities for breach, non-performance or default), and (v) Liabilities that, in the aggregate, are not material to the Business.

Financial Statements. (a) Attached as Part 4.4 of the Parent Disclosure Schedule is a copy of each Complete copies of the (i) Company’s 2017 audited consolidated balance sheets financial statements consisting of the Acquired Companies balance sheet of the Company as at the fiscal years’ ended December 31, 2003 and December 31, 2002, 31 and the related audited consolidated statements of incomeincome and retained earnings, changes in shareholdersmembers’ equity, equity and cash flow for each of the fiscal years then ended, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ (collectively, the “Company Audited Financial Statements”), and (ii) an 2015 and 2016 unaudited consolidated financial statements of the Company, and the 2015, 2016 and 2017 unaudited financial statements of the California Company and CCLV, consisting of the balance sheets of the Company, the California Company and CCLV as at December 31 of the applicable year and the related statements of income and retained earnings and members’ equity for the years then ended (the “Unaudited Financial Statements”) and (iii) unaudited interim financial statements consisting of the balance sheet of the Acquired Companies Company, the California Company and CCLV as at September 30of August 31, 2004 (the “Interim Balance Sheet”) 2018 and the related unaudited consolidated statements of income, changes in shareholdersincome and retained earnings and members’ equity, and cash flow equity for the nine (9) months eight-month period then ended (collectively, the “Interim Financial Statements” and together with the Interim Balance Sheet Audited Financial Statements and Company Audited the Unaudited Financial Statements, the “Company Financial Statements”) have been delivered to Buyer. The Audited Financial Statements have been prepared in accordance with IFRS and the Unaudited Financial Statements have been prepared in accordance with GAAP; for both, 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, in the case of the Interim Financial Statements and the Unaudited Financial Statements, 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 Parties or CCLV, as applicable, and, in all material respects, fairly present the financial condition of the Company Parties or CCLV, as applicable, as of the respective dates they were prepared and the results of the operations of the Company Parties or CCLV, as applicable for the periods indicated. Neither CCLV nor the California Company have audited financial statements. (b) The Company Audited Financial Statements: (i) present a true and fair view balance sheet of the state Company, the California Company and CCLV (and each Subsidiary, to the extent not consolidated in the Company’s balance sheet) as of affairs December 31, 2017 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the financial condition Company, the California Company and CCLV (and each Subsidiary or California Subsidiary, to the extent not consolidated in the Company’s or the California Company’s balance sheet) as of August 31, 2018 is referred to herein as the “Interim Balance Sheet” and the results date thereof as the “Interim Balance Sheet Date”. After the Cannabiotix Acquisition, each Company Party and CCLV and the CCLV Subsidiaries will maintain a standard system of operations, changes in shareholders’ equity, accounting established and cash flow of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements; (ii) have been prepared administered in accordance with UK GAAP, subject to the notes set out in such financial statements; and (iii) have been prepared using the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement of the Acquired Companies in respect of each of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed in the notes to the 2003 Company Audited Financial Statements. (c) The Interim Financial Statements were properly prepared in accordance with accounting bases, policies, practices and procedures consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with that adopted in the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation of the state of affairs of the financial condition of the Acquired Companies as of the dates thereof.

Financial Statements. (a) Attached as Part 4.4 Copies of the Parent Disclosure Schedule is a copy of each of the (i) the audited consolidated balance sheets combined statements of financial position of the Acquired Companies, prepared as though the Companies were a combined group as at of December 31, 2010, and the audited combined statements of earnings and/or loss and cash flows of the Companies, prepared as though the Companies were a combined group for the fiscal years’ year ended December 31, 2003 and 2010, (ii) the audited combined statements of financial position of the Companies, prepared as though the Companies were a combined group as of December 31, 20022011, and the related audited consolidated combined statements of incomeearnings and/or loss and cash flows of the Companies, changes in shareholders’ equityprepared as though the Companies were a combined group for the fiscal year ended December 31, 2011, and cash flow for each (iii) the audited combined statements of financial position of the Companies, prepared as though the Companies were a combined group as of December 31, 2012, and the audited combined statements of earnings and/or loss and cash flows of the Companies, prepared as though the Companies were a combined group for the fiscal years then endedyear ended December 31, 2012 (together, the “Audited Financial Statements”) will be made available to SEP prior to the First Closing Date. The Audited Financial Statements will be prepared in accordance with GAAP and fairly present, in all material respects, the combined financial position and the combined results of operations and combined cash flows of the Companies, as a group, as of the dated and for the periods presented (except as may be noted therein). (b) Prior to the First Closing Date, copies of the unaudited combined statements of financial position of the Companies, prepared as though the Companies were a combined group as of June 30, 2013 and the unaudited combined statements of earnings and/or loss, partners’ equity and cash flows of the Companies, prepared as though the Companies were a combined group for the six months ended June 30, 2013 (the “2013 Unaudited Financials” and, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ (collectively, the “Company Audited Financial Statements”), and (ii) an unaudited consolidated balance sheet of the Acquired Companies as at September 30, 2004 (the “Interim Balance Sheet”) and the related unaudited consolidated statements of income, changes in shareholders’ equity, and cash flow for the nine (9) months then ended (collectively, the “Interim Financial Statements” and together with the Interim Balance Sheet and Company Audited Financial Statements, the “Company Financial Statements”). (b) The Company Audited Financial Statements: (i) present a true will be made available to SEP and fair view of the state of affairs of the financial condition and the results of operations, changes in shareholders’ equity, and cash flow of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements; (ii) have been prepared in accordance with UK GAAPGAAP and fairly present, subject to in all material respects, the notes set out in such combined financial statements; position and (iii) have been prepared using the same bases, accounting policies, practices combined results of operations and methods adopted in preparing the audited consolidated financial statement combined cash flows of the Acquired Companies in respect of each of the two financial years preceding the financial year ended on the December 31Companies, 2003as a group, except as disclosed in the notes to the 2003 Company Audited Financial Statements. (c) The Interim Financial Statements were properly prepared in accordance with accounting bases, policies, practices and procedures consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with that adopted in the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation of the state of affairs of the financial condition of the Acquired Companies as of the dates thereofand for the periods presented (except for the absence of notes and subject to normal recurring year-end adjustments).

Financial Statements. (a) Attached The Company has delivered to Parent a true and complete copy of (a) the unaudited balance sheet of Helio and the Company as Part 4.4 of April 30, 2008 (the Parent Disclosure Schedule is a copy “Company Balance Sheet”) and the unaudited statements of operations and cash flows of Helio and the Company for the four (4) month period then ended (the “Unaudited Company Financial Statements”) and (b) the audited consolidated balance sheet of Helio and the Company as of each of the (i) audited consolidated balance sheets of the Acquired Companies as at the fiscal years’ ended December 31, 2003 2007 and December 31, 2002, 2006 and the related audited consolidated statements statement of income, changes in shareholders’ equity, income and cash flow flows of Helio and the Company for each of the fiscal years then endedended (including, in each case, any footnotes thereto) (the “Audited Company Financial Statements” and, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ (collectively, the “Unaudited Company Audited Financial Statements”), and (ii) an unaudited consolidated balance sheet of the Acquired Companies as at September 30, 2004 (the “Interim Balance Sheet”) and the related unaudited consolidated statements of income, changes in shareholders’ equity, and cash flow for the nine (9) months then ended (collectively, the “Interim Financial Statements” and together with the Interim Balance Sheet and Company Audited Financial Statements, the “Company Financial Statements”). The Audited Company Financial Statements were prepared in accordance with GAAP, applied on a consistent basis, and are consistent with the books and records of the Company. The Audited Company Financial Statements fairly present, in all material respects, the consolidated financial condition of Helio and the Company, as of the dates thereof and the consolidated results of operations and cash flows of Helio and the Company for the periods then ended. The Unaudited Company Financial Statements have been prepared on a basis consistent with the preparation of the Audited Company Financial Statements, except that the Unaudited Company Financial Statements are subject to normal year-end adjustments, do not contain footnotes and have not been audited by a third party accounting firm. The books and records of the Company have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements. Ernst & Young LLP is an independent registered public accounting firm with respect to Helio and has not resigned (or indicated that it declines to stand for re-appointment after completion of the current audit) or been dismissed as independent public accountants of Helio. (b) The Company Audited Financial Statements: (i) present a true and fair view To the Knowledge of the state Company, the Company maintains a system of affairs internal accounting controls sufficient to comply in all material respects with all applicable legal and accounting requirements. To the Knowledge of the financial condition and Company, there are no significant deficiencies in the results of operations, changes internal accounting controls which would reasonably be expected to adversely affect in shareholders’ equity, and cash flow any material respect the ability of the Acquired Companies as at the respective dates of Company to record, process, summarize and for the periods referred to in such report financial statements; (ii) have been prepared in accordance with UK GAAP, subject to the notes set out in such financial statements; and (iii) have been prepared using the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement of the Acquired Companies in respect of each of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed in the notes to the 2003 Company Audited Financial Statements. (c) The Interim Financial Statements were properly prepared in accordance with accounting bases, policies, practices and procedures consistent with those used in preparing data. Neither the Company Audited Financial Statements and nor Helio has received written notice of any material complaint, allegation, assertion or claim that the Company has engaged in a manner consistent with that adopted in the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation of the state of affairs of the financial condition of the Acquired Companies as of the dates thereofquestionable accounting or auditing practices.

Financial Statements. (a) Attached as Part 4.4 The Company has previously delivered to Buyer and attached hereto in Schedule 3.6(a) a true, accurate and complete copy of the Parent Disclosure Schedule is a copy of each of the (i) audited consolidated balance sheets of the Acquired Companies Company as at of and for the fiscal years’ twelve (12) months ended December March 31, 2003 2013 (the “Balance Sheet Date”) and December March 31, 20022012 (collectively, the “Company Audited Balance Sheets”) and the related audited consolidated statements of incomeoperations, changes in shareholders’ equity, equity and cash flow flows for each of the fiscal years then ended, together with the a report thereon by the independent certified public accountants of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ the Company (collectivelytogether with the Company Audited Balance Sheets, the “Company Audited Financial Statements”). The Company Audited Financial Statements have been audited by an auditor or firm of accountants qualified to act as auditors in Singapore and the auditors’ report(s) required to be annexed to the Company Audited Financial Statements is unqualified. The Company Audited Financial Statements have been filed in accordance with the requirements of the Companies Act (Chapter 50 of Singapore). The Company Audited Financial Statements present fairly the financial position of the Company at the date thereof, and the results of operations, changes in shareholders’ equity and cash flows of the Company for the years indicated, were prepared in accordance with and comply with applicable Laws and with Singapore FRS consistently applied throughout the periods indicated, and the methodology for preparing the Company Audited Financial Statements has been consistent with the Company’s past practice and which methodology is set forth in detail sufficiently satisfactory to Buyer on Schedule 3.6(a), and are consistent with the books and records of the Company. The financial statements referred to in this Section 3.6(a) and in Section 3.6(b) are sometimes referred to collectively as the “Financial Statements.” (iib) an Set forth on Schedule 3.6(b) is a true and correct copy of: (i) the unaudited consolidated balance sheet of the Acquired Companies Company as at September 30of and for the nine (9) months ended December 31, 2004 2013 (the “Company Interim Balance Sheet”) and the related unaudited consolidated statements of incomeoperations, changes in shareholders’ equity, equity and cash flow flows for the nine (9) months then ended (collectively, the “Interim Financial Statements” and together with the Company Interim Balance Sheet and Company Audited Financial StatementsSheet, the “Company Interim Financial Statements”). (b) . The Company Audited Interim Financial Statements: (i) Statements present a true and fair view fairly the financial position of the state of affairs of Company, at the financial condition date thereof, and the results of operations, changes in shareholders’ equityequity and cash flows for the period indicated, were prepared in conformity with Singapore FRS consistently applied throughout the periods indicated, and cash flow the methodology for preparing the Company Interim Financial Statements has been consistent with the Company’s past practice and which methodology is set forth in detail sufficiently satisfactory to Buyer on Schedule 3.6(b), and are consistent with the books and records of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements; (ii) have been prepared in accordance with UK GAAPCompany, subject to the notes set out in absence of footnote disclosure and normal or recurring year-end adjustments; provided, however, that any such financial statements; normal and (iii) have been prepared using the same basesrecurring year-end adjustments will not be material, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement of the Acquired Companies in respect of each of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed in the notes to the 2003 Company Audited Financial Statementsaggregate. (c) The Interim Financial Statements were properly prepared make: (i) full provision for all actual Liabilities; (ii) proper and adequate provision (or note in accordance with good accounting basespractice) for all contingent Liabilities; (iii) proper and adequate provision or reserve for all bad and doubtful debts; (iv) due provision for depreciation and amortisation and for any obsolescence of assets; and full provision or reserve for all Tax liable to be assessed on the Company or for which it is or may become accountable. The stock and work-in-progress, policiesif any, practices and procedures consistent with those used are included in preparing the Company Audited Financial Statements and in a manner consistent with that adopted in the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Company Interim Financial Statements are a fair presentation at figures not exceeding the amounts which could, in the circumstances existing at the date of the state Company Audited Financial Statements and the Company Interim Financial Statements respectively, reasonably be expected to be realised in the normal course of affairs carrying on the business of the financial condition Company. The profits and losses of the Acquired Companies as Company for the applicable financial year ended on the balance sheet date of each of the dates Company Audited Financial Statements, the audited balance sheets of the Company for previous periods and the Company Interim Financial Statements and the trend of profits thereby shown have not (except as therein disclosed) been affected by inconsistencies of accounting practices, by the inclusion of unusual or non-recurring items of income or expenditure, by transactions entered into otherwise than on normal commercial terms or by any other factors rendering such profits for all or any of such periods exceptionally high or low (other than as disclosed in the relevant accounts). The Company Audited Financial Statements have been prepared on a basis consistent with the audited accounts of the Company for the two (2) preceding financial years, without any changes in accounting policies used. The Company Interim Financial Statements have been prepared on a basis consistent with the Company Audited Financial Statements and there has been no revaluation of any assets, fixed or otherwise, from the value of those assets stated in the Company Audited Financial Statements, without any changes in accounting policies used. (d) The Company maintains accurate books and records reflecting its assets and Liabilities, taken as a whole, and maintains proper and adequate internal accounting controls that provide assurance (i) that transactions, receipts and expenditures of the Company are being executed and made only in accordance with appropriate authorizations of management and the Company’s Board of Directors, (ii) that transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with Singapore FRS and (B) to maintain accountability for assets, (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company, (iv) that the amount recorded for assets on the books and records of the Company are compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. (e) The Company has not, nor, to the Knowledge of the Company, has any Representative thereof, received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls, including any material complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or auditing practices. To the Knowledge of the Company, there have been no instances of fraud by any officer or employee of the Company, whether or not material, that occurred during any period covered by the Financial Statements and the Company has not, nor has any representative thereof, received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral regarding fraud by any officer or employee of the Company.

Financial Statements. (a) Attached as Part 4.4 True and complete copies of the Parent Disclosure Schedule is a copy of each of the (i) audited consolidated balance sheets of the Acquired Companies as at the fiscal years’ ended December 31, 2003 and December 31, 2002, and the related audited consolidated statements of income, changes in shareholders’ equity, and cash flow for each of the fiscal years then ended, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ (collectively, the “Company Audited Financial Statements”), and (ii) an unaudited consolidated balance sheet of the Acquired Companies as at September 30Company for each of the three (3) fiscal years ended December 31, 2004 (the “Interim Balance Sheet”) 2016, December 31, 2017 and December 31, 2018, and the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”), (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equityequity and changes in financial position of the Company, together with all related notes and schedules thereto, and cash flow for (iii) the nine calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital (9(ii) months then ended and (collectively, iii) are collectively referred to herein as the “Interim Consolidated Financial Statements” ”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Balance Sheet and Company Audited Consolidated Financial Statements, the “Company Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations of the Group Companies as of the dates thereof and for the periods covered thereby, (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby. (b) The books of account and other financial records of the Company Audited Financial Statements: and other Group Companies (i) present reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a true and fair view basis consistent with the past practices of the state of affairs of the financial condition and the results of operationsCompany, changes in shareholders’ equity, and cash flow of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements; (ii) have been prepared are complete and correct in accordance with UK GAAPall material respects, subject to the notes set out in such financial statements; and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been prepared using the same bases, maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting policies, practices and methods adopted in preparing the audited consolidated financial statement of the Acquired Companies in respect of each of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed in the notes to the 2003 Company Audited Financial Statementspractices. (c) The Interim Financial Statements were properly prepared All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, in accordance with accounting bases, policies, practices and procedures the ordinary course of business consistent with those used in preparing past practice, and reserves therefor shown on the Company Audited Financial Statements and in a manner consistent with that adopted in the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements are or will be adequate and on a fair presentation 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 Group Company. (d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice. (e) All accounts payable of the state Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of affairs bona fide transactions in the ordinary course of the financial condition of the Acquired Companies as of the dates thereofbusiness and have been paid or are not yet due and payable.

Financial Statements. (a) Attached as Part 4.4 of As used herein, the Parent Disclosure Schedule is a copy of each of the term “Company Financials” means (i) audited the draft unaudited consolidated balance sheets financial statements of the Acquired Target Companies as at the fiscal years’ ended December 31, 2003 of and December 31, 2002, and the related audited consolidated statements of income, changes in shareholders’ equity, and cash flow for each of the fiscal years ended December 31, 2023 and December 31 2022, consisting of the draft unaudited consolidated balance sheets of the Target Companies as of December 31, 2023 (the “Balance Sheet Date”) and December 31 2022, and the related draft unaudited consolidated income statements, changes in shareholder equity and statements of cash flows for the fiscal years then ended, together with and the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ related notes thereto (collectively, the “Company Audited Financial StatementsDraft Financials”), and (ii) an when delivered in accordance with the requirements of Section 8.4(a), (A) the audited consolidated balance sheets of the Target Companies as of December 31, 2023 (and December 31, 2022, and the related consolidated audited income statements, changes in shareholder equity and statements of cash flows for the fiscal years then ended, and the related notes thereto, audited by a PCAOB qualified auditor in accordance with PCAOB auditing standards (the “Audited Company Financials”) and (B) the unaudited consolidated financial statements of the Target Companies, consisting of the consolidated balance sheet of the Acquired Target Companies as at September of June 30, 2004 (the “Interim Balance Sheet”) 2024, and the related unaudited consolidated statements of incomeincome statement, changes in shareholders’ equity, shareholder equity and statement of cash flow flows for the nine six (96) months month period then ended (collectively, the “Interim Financial Statements” Company Financials”). True and together correct copies of the Draft Financials have been provided to HUDA, and true and correct copies of the Audited Company Financials and the Interim Company Financials will be delivered to HUDA in accordance with the Interim Balance Sheet and Company Audited Financial Statements, the “Company Financial Statements”requirements of Section 8.4(a). (b) . The Company Audited Financial Statements: Financials (i) present a true were and fair view will be prepared from, and are and will be in accordance in all material respects with, the books and records of the state of affairs Target Companies as of the financial condition and the results of operations, changes in shareholders’ equity, and cash flow of the Acquired Companies as at the respective dates of times and for the periods referred to in such financial statements; therein, (ii) have been were and will be prepared in accordance with UK GAAP, subject to consistently applied throughout and among the notes set out periods involved (except that (A) the Draft Financials and the Interim Company Financials may exclude the footnote disclosures and other presentation items required for GAAP and (B) the Interim Company Financials exclude year-end adjustments which will not be material in such financial statements; amount), and (iii) have been prepared using fairly present in all material respects the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement position of the Acquired Companies in respect of each of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed in the notes to the 2003 Company Audited Financial Statements. (c) The Interim Financial Statements were properly prepared in accordance with accounting bases, policies, practices and procedures consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with that adopted in the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation of the state of affairs of the financial condition of the Acquired Target Companies as of the respective dates thereofthereof and the consolidated results of the operations and cash flows of the Target Companies for the periods indicated. No Target Company has ever been subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

Financial Statements. (a) Attached as Part 4.4 of The Target is currently having an accounting firm authorized to practice before the Parent Disclosure Schedule is a copy of each of the Commission conduct (i) audited consolidated balance sheets an audit of the Acquired Companies balance sheet of the Target as at the fiscal years’ ended December of May 31, 2003 and December 31, 20022009, and the related audited consolidated statements of incomeoperations, changes in shareholders’ equity, equity and cash flow flows for each of the fiscal years then endedperiod from inception through May 31, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ 2009 (collectively, the “Company Target Audited Financial Statements”), and (ii) an unaudited consolidated a review of the balance sheet of the Acquired Companies Target as at September 30of February 28, 2004 2010, and the related statements of operations, shareholders equity and cash flows for the period from inception through February 28, 2010 (the “Interim Balance Sheet”) and the related unaudited consolidated statements of income, changes in shareholders’ equity, and cash flow for the nine (9) months then ended (collectively, the “Interim Targeted Reviewed Financial Statements” and ”, together with the Interim Balance Sheet and Company Target Audited Financial Statements, the “Company Target Financial Statements”). (b) and such audit and review shall be completed in sufficient time to have the Target Financial Statements to be filed as an exhibit to the Current Report on Form 8-K described in Section 6.4 hereof. The Company Audited Target Financial Statements: Statements will be true and accurate, in accordance with the books and records of Target. Except as disclosed therein, the Target Financial Statements (i) present a true will be in accordance with the books and fair view records of the state of affairs Target and will be prepared in conformity with generally accepted accounting principles (“GAAP”) consistently applied for all periods, and (ii) will fairly present the financial position of the financial condition Target as of the respective dates thereof, and the results of operations, and changes in shareholders’ equity, equity and changes in cash flow of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements; (ii) have been prepared then ended, all in accordance with UK GAAP, subject to the notes set out in such financial statements; and (iii) have been prepared using the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement of the Acquired Companies in respect of each of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed in the notes to the 2003 Company Audited Financial StatementsGAAP consistently applied for all periods. (cb) The Interim Except as set forth on the Target Financial Statements, the Target has no debt, liability or obligations of any nature, whether accrued, absolute, contingent, or otherwise, whether due or to become due and whether or not the amount hereof is readily ascertainable, that will not be reflected as a liability in the Target Financial Statements were properly prepared or except for liabilities incurred by the Target in accordance with accounting basesthe ordinary course of business, policies, practices and procedures consistent with those past practices which are not otherwise prohibited by, or in violation of, or which will not result in a breach of, the representations, warranties, and covenants of the Target contained in this Agreement. There will be no material loss contingencies (as such term is used in preparing Statement of Financial Accounting Standards No. 5 (“FAS No. 5”) issued by the Company Audited Financial Accounting Standards Board (the “FASB”) which will not be adequately provided for in the Target Financial Statements and in a manner consistent with that adopted in the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004as required by FAS No. Such Interim Financial Statements are a fair presentation of the state of affairs of the financial condition of the Acquired Companies as of the dates thereof5.

Financial Statements. (a) Attached as Part 4.4 of the Parent Disclosure Schedule is a copy of each of the 2.7(a) are: (i) audited consolidated balance sheets the Seller Balance Sheet and Rexam Balance Sheet, (ii) the Seller Income Statement and Rexam Income Statement, (iii) the Seller Statement of the Acquired Companies as at the fiscal years’ ended December 31Cash Flows and Rexam Statement of Cash Flows ((i), 2003 (ii) and December 31(iii), 2002, collectively and the related audited consolidated statements of income, changes in shareholders’ equity, and cash flow for each of the fiscal years then ended, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ (collectivelynotes thereto, the “Company Audited Financial Statements”), and (iiiv) an unaudited consolidated balance sheet the Pro Forma Financial Statements. Except as set forth on Schedule 2.7(a) of the Acquired Companies as at September 30Seller Disclosure Letter, 2004 (1) the “Interim Balance Sheet”) Audited Financial Statements have been prepared using the books of account and other financial records of Seller, Rexam, the Seller Entities, the Rexam Entities and the related unaudited consolidated statements of incomePurchased Entities, changes in shareholders’ equity, and cash flow for as applicable; (2) the nine (9) months then ended (collectively, the “Interim Financial Statements” and together with the Interim Seller Balance Sheet and Company Rexam Balance Sheet included in the Audited Financial StatementsStatements present fairly, in all material respects, the “Company financial position of the portions of the Business to which they relate as of their respective dates; (3) the Seller Income Statement and the Rexam Income Statement included in the Audited Financial Statements”Statements present fairly, in all material respects, the results of operations of that portion of the Business to which they relate and for the respective periods set forth therein; (4) the Seller Statement of Cash Flows and the Rexam Statement of Cash Flows included in the Audited Financial Statements present fairly, in all material respects, the cash flows of that portion of the Business to which they relate for the respective periods set forth therein; and (5) each of the Seller Balance Sheets, the Seller Income Statement, the Seller Statement of Cash Flows, the Rexam Balance Sheets, the Rexam Income Statement and the Rexam Statement of Cash Flows included in the Audited Financial Statements has been prepared in conformity with GAAP (in the case of the financial statements of the portion of the Business owned by Seller) or IFRS (in the case of the financial statements of the portion of the Business owned by Rexam), applied on a consistent basis during the periods involved. (b) The Company Audited Pro Forma Financial Statements: Statements (i) present a true and fair view of the state of affairs of the financial condition and the results of operations, changes in shareholders’ equity, and cash flow of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements; (ii) have been prepared based on the Audited Financial Statements with such adjustments as are set forth in Section 2.7(b) of the Seller Disclosure Letter and were prepared in accordance with UK GAAP, subject to the notes methodology set out in such financial statements; and (iii) have been prepared using the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement of the Acquired Companies in respect of each of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed in the notes to the 2003 Company Audited Pro Forma Financial Statements; and (ii) present fairly in all material respects the pro forma financial position and results of operation of the Business as if the Restructuring occurred on the dates for preparation of pro forma balance sheets and income statements as per the applicable guidance set forth in Article 11 of Regulation S-X promulgated under the Securities Act for preparation of such financial statements. (c) The Interim Financial Statements were properly prepared systems of internal controls over financial reporting with respect to the Business are sufficient in all material respects to provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting basesGAAP or IFRS, policiesas applicable, practices and procedures consistent to maintain accountability for the assets of the Business, (ii) receipts and expenditures are executed only in accordance with those used management’s authorization, (iii) the books and records of the Business accurately and fairly reflect in preparing reasonable detail the Company Audited Financial Statements transactions and in a manner consistent with dispositions of the assets of the Business and (iv) Seller or Rexam, as applicable, can prevent or timely detect the unauthorized acquisition, use or disposition of the Purchased Assets that adopted could materially affect the financial statements or the Business. To the Knowledge of Seller, there are no material weaknesses in the preparation design or operation of its management accounts for all periods ended during internal controls over financial reporting with respect to the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation of the state of affairs of the financial condition of the Acquired Companies as of the dates thereofBusiness.

Financial Statements. (a) Attached as Part 4.4 of As used herein, the Parent Disclosure Schedule is a copy of each of the term “Company Financials” means (i) when delivered in accordance with Section 5.4(a), the PCAOB Company Financials, (ii) the consolidated audited consolidated balance sheets financial statements of the Acquired LLP Companies (including, in each case, any related notes thereto), consisting of the consolidated statement of financial position of the LLP Companies as at the fiscal years’ ended of December 31, 2003 2022 and December 31, 20022021, and the related consolidated audited consolidated statements of profit or loss and other comprehensive income, statements of changes in shareholders’ equity, and statements of cash flow flows for each of the fiscal years then ended, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ ended (collectively, the “Annual Company Audited Financial StatementsFinancials”), and (iiiii) an the consolidated unaudited consolidated balance sheet financial statements of the Acquired LLP Companies, consisting of the consolidated statement of financial position of the LLP Companies as at September of June 30, 2004 2023 (the “Interim Balance SheetSheet Date”) ), and the related consolidated unaudited consolidated statements of profit or loss and other comprehensive income, statements of changes in shareholders’ equity, and statements of cash flow flows for the nine six (96) months month period then ended (collectively, the “Interim Financial Statements” and together with the Interim Balance Sheet and Company Audited Financial Statements, the “Company Financial StatementsFinancials”). (b) . The Company Audited Financial Statements: Financials (including the PCAOB Company Financials when delivered) (i) present a true were prepared based upon the books and fair view records of the state of affairs LLP Companies as of the financial condition and the results of operations, changes in shareholders’ equity, and cash flow of the Acquired Companies as at the respective dates of times and for the periods referred to in such financial statements; therein, (ii) have been were prepared in accordance with UK GAAPIFRS, subject to consistently applied throughout and among the notes set out periods involved (except that the unaudited statements exclude the footnote disclosures and other presentation items required for IFRS and exclude year-end adjustments which will not be material in such financial statements; amount) and (iii) have been prepared using fairly present in all material respects the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement position of the Acquired Companies in respect of each of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed in the notes to the 2003 Company Audited Financial Statements. (c) The Interim Financial Statements were properly prepared in accordance with accounting bases, policies, practices and procedures consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with that adopted in the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation of the state of affairs of the financial condition of the Acquired LLP Companies as of the respective dates thereofthereof and the consolidated results of the operations and cash flows of the LLP Companies for the periods indicated. The PCAOB Company Financials, when delivered in accordance with Section 5.4(a), will comply in all material respects with all applicable accounting requirements under the Securities Act and the rules and regulations of the SEC thereunder.

Financial Statements. (aSection ‎4.6(a) Attached as Part 4.4 of Grasshopper’s Disclosure Memorandum sets forth a true, complete and correct copy of the Parent Disclosure Schedule is a copy of each Grasshopper Financial Statements with respect to periods ended on and prior to September 30, 2025. Grasshopper has made available to Enova true, complete and correct copies of the Grasshopper Financial Statements with respect to periods ended subsequent to September 30, 2025 and the Books and Records of the Grasshopper Entities. The Grasshopper Financial Statements (i) audited consolidated balance sheets are true, complete and correct in all material respects, and have been prepared from, and are in accordance with, the Books and Records of the Acquired Companies as at the fiscal years’ ended December 31Grasshopper Entities, 2003 and December 31, 2002, and the related audited consolidated statements of income, changes in shareholders’ equity, and cash flow for each of the fiscal years then ended, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ (collectively, the “Company Audited Financial Statements”), and (ii) an unaudited consolidated balance sheet of the Acquired Companies as at September 30, 2004 (the “Interim Balance Sheet”) and the related unaudited consolidated statements of income, changes in shareholders’ equity, and cash flow for the nine (9) months then ended (collectively, the “Interim Financial Statements” and together with the Interim Balance Sheet and Company Audited Financial Statements, the “Company Financial Statements”). (b) The Company Audited Financial Statements: (i) present a true and fair view of the state of affairs of the financial condition and the results of operations, changes in shareholders’ equity, and cash flow of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements; (ii) have been prepared in accordance with UK GAAPGAAP and regulatory accounting principles, subject in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to the notes set out in such interim financial statements; statements for the omission of footnotes, and (iii) fairly present in all material respects the consolidated financial condition of the Grasshopper Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity, and cash flows of the Grasshopper Entities for the respective periods set forth therein, subject in the case of the interim Grasshopper Financial Statements to year-end adjustments normal in nature and amount. The Grasshopper Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, complete and correct in all material respects, and will be prepared from, and will be in accordance with, the Books and Records of the Grasshopper Entities, (B) will have been prepared using the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement of the Acquired Companies in respect of each of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed in the notes to the 2003 Company Audited Financial Statements. (c) The Interim Financial Statements were properly prepared in accordance with GAAP and regulatory accounting basesprinciples, policiesin each case, practices and procedures consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with that adopted consistently applied except as may be otherwise indicated in the preparation notes thereto and except with respect to unaudited financial statements for the omission of its management accounts for footnotes, and (C) will fairly present in all periods ended during material respects the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation of the state of affairs of the consolidated financial condition of the Acquired Companies Grasshopper Entities as of the respective dates thereofset forth therein and the results of operations, stockholders’ equity, and cash flows of the Grasshopper Entities for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustments normal in nature and amount.

Financial Statements. (a) Attached as Part 4.4 Section 4.6(a) of the Parent Disclosure Schedule is a copy of each of the sets forth (i) the audited consolidated balance sheets of the Acquired Companies Company and its Subsidiaries as at the fiscal years’ ended of December 31, 2003 and December 31, 20022010 (the “2010 Balance Sheet”), and the related audited consolidated statements statement of incomeoperations, changes in shareholdersconsolidated statement of Members’ equity, and consolidated statement of cash flow for each flows of the Company and its Subsidiaries for the fiscal years then endedyear ended on December 31, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ 2010 (collectively, the “Company Audited Financial Statements”), and (ii) an the unaudited consolidated balance sheet of the Acquired Companies Company and its Subsidiaries as at September of April 30, 2004 (the “Interim Balance Sheet”) 2011, and the related unaudited consolidated statements statement of incomeoperations, changes in shareholdersconsolidated statement of Members’ equity, and consolidated statement of cash flow flows of the Company and its Subsidiaries for the nine (9) months four month period then ended (collectively, the “Unaudited Interim Financial Statements” and and, together with the Interim Balance Sheet and Company Audited Financial Statements, the “Company Financial Statements”). (b) The Company Audited Financial Statements: Statements (i) present a true are true, correct, and fair view complete, (ii) were derived from and have been prepared in accordance with the underlying books and records of the state of affairs of the financial condition Company and the results of operationsits Subsidiaries, changes in shareholders’ equity, and cash flow of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements; (iiiii) have been prepared in accordance with UK generally accepted accounting principles in the United States (“GAAP”) consistently applied throughout the periods covered thereby, except that the Unaudited Interim Financial Statements may not contain all footnotes required by GAAP and are subject to the notes set out in such financial statements; normal year-end audit adjustments, and (iiiiv) have been prepared using fairly and accurately present the same basesassets, accounting policiesliabilities (including all reserves), practices and methods adopted in preparing the audited consolidated financial statement position of the Acquired Companies in respect of each Company and its Subsidiaries as of the two financial years preceding dates thereof and the financial year ended on results of operations, members’ (deficit) equity, and changes in cash flows of the December 31, 2003, except as disclosed Company and its Subsidiaries for the periods then ended. There were no changes in the notes to method of application of the 2003 Company Company’s accounting policies or changes in the method of applying the Company’s use of estimates in the preparation of the Unaudited Interim Financial Statements as compared with the Audited Financial Statements. (c) The Interim Financial Statements were properly prepared in accordance with accounting bases, policies, practices and procedures consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with that adopted in the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation of the state of affairs of the financial condition of the Acquired Companies as of the dates thereof.

Financial Statements. (a) Attached as Part 4.4 of the Parent Disclosure Schedule is a copy of each of the (i) audited The Target has made available to the Purchaser: (i) draft unaudited consolidated financial statements of the Target Companies (including, in each case, any related notes thereto), consisting of the draft unaudited consolidated balance sheet the related draft unaudited consolidated income statements and statements of cash flows of the Target Companies as of and for the six (6) month period ending March 31, 2025 (the “Interim Target Financials”) and (ii) the unaudited consolidated financial statements of the Target Companies (including, in each case, any related notes thereto), consisting of the consolidated balance sheets of the Acquired Target Companies as at the fiscal years’ ended of December 31, 2003 2024 and December 31, 20022023, and the related audited consolidated statements of incomeunaudited income statements, changes in shareholders’ equity, shareholder equity and statements of cash flow flows for each of the fiscal years then ended, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ (collectively, the “Company Audited Financial Statements”), and (ii) an unaudited consolidated balance sheet of the Acquired Companies as at September 30, 2004 (the “Interim Balance Sheet”) and the related unaudited consolidated statements of income, changes in shareholders’ equity, and cash flow for the nine (9) months then ended (collectively, the “Interim Financial Statements” and together with the Interim Balance Sheet and Company Audited Financial StatementsTarget Financials, the “Company Financial StatementsTarget Financials”). (b) . The Company Audited Financial Statements: (i) present a true Target Financials were derived in all material respects from the books and fair view records of the state Target Companies, which books and records are, in all material respects, true, correct and complete and have been maintained in all material respects in accordance with commercially reasonable business practices. Except as set forth on Section 3.3(f)(i) of affairs Target Disclosure Letter, the Target Financials, when delivered, will have been prepared in all material respects, in accordance with GAAP consistently applied throughout the periods covered thereby (except for the absence of footnote disclosures and other presentation items required for GAAP and for year-end adjustments that will not be material) and present fairly in all material respects, the consolidated financial condition and the position, results of operations, income (loss), changes in shareholders’ equity, equity and cash flow flows of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements; (ii) have been prepared in accordance with UK GAAP, subject to the notes set out in such financial statements; and (iii) have been prepared using the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement of the Acquired Companies in respect of each of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed in the notes to the 2003 Company Audited Financial Statements. (c) The Interim Financial Statements were properly prepared in accordance with accounting bases, policies, practices and procedures consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with that adopted in the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation of the state of affairs of the financial condition of the Acquired Target Companies as of the dates thereofand for the periods indicated in such Target Financials in conformity with GAAP (except for the absence of footnote disclosures and other presentation items required for GAAP and for year-end adjustments that will not be material) and were derived from and accurately reflect in all material respects, the books and records of each of the Target Companies. No Target Company has ever been subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act. (ii) The Target Companies have established and maintain a system of internal controls. Such internal controls are designed to provide reasonable assurance that (i) transactions are executed in all material respects in accordance with management’s authorization and (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for each Target Company’s assets. (iii) The Target has not identified in writing and has not received written notice from an independent auditor of (x) any significant deficiency or material weakness in the system of internal controls utilized by the Target, (y) any material fraud that involves the Target’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 Target or (z) any claim or allegation regarding any of the foregoing. (iv) There are no outstanding loans or other extensions of credit made by any Target Company to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Target.

Financial Statements. (a) Attached as Part 4.4 BancPlus has delivered to FTC true, correct and complete copies, including notes, of the Parent Disclosure Schedule is a copy audited financial statements of each of BancPlus for the (i) audited consolidated balance sheets of the Acquired Companies as at the fiscal years’ years ended December 31, 2003 and December 312020, 20022019, and the related audited 2018, including consolidated balance sheets, consolidated statements of income, consolidated statements of cash flows, consolidated statements of comprehensive income and consolidated statements of changes in shareholders’ equity, in each case accompanied by the audit report of BKD, LLP (“BancPlus Audit Report”), and cash flow unaudited interim financial statements of BancPlus for each of the fiscal years then endedsix (6) months ended June 30, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ 2021 (collectively, the “Company Audited BancPlus Financial Statements”), and (ii) an unaudited . The BancPlus Financial Statements fairly present in all material respects the consolidated balance sheet of the Acquired Companies as at September 30, 2004 (the “Interim Balance Sheet”) and the related unaudited consolidated statements of income, changes in shareholders’ equity, and cash flow for the nine (9) months then ended (collectively, the “Interim Financial Statements” and together with the Interim Balance Sheet and Company Audited Financial Statements, the “Company Financial Statements”). (b) The Company Audited Financial Statements: (i) present a true and fair view of the state of affairs of the financial condition and the results of operations, changes in shareholders’ equity, cash flows and cash flow financial position of BancPlus and its Subsidiaries for the Acquired Companies respective fiscal periods or as at of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and for amount and immaterial in any event); each of such statements (including the periods referred to related notes, where applicable) complies in all material respects with applicable accounting requirements; and each of such financial statements; statements (iiincluding the related notes, where applicable) have has been prepared in accordance with UK GAAPGAAP consistently applied during the periods involved, subject to the notes set out except, in each case, as indicated in such financial statements; and (iii) have been prepared using the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement of the Acquired Companies in respect of each of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed statements or in the notes thereto. The books and records of BancPlus and its Subsidiaries since January 1, 2019, have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2019, no independent public accounting firm of BancPlus has resigned (or informed BancPlus that it intends to the 2003 Company Audited Financial Statementsresign) or been dismissed as independent public accountants of BancPlus as a result of or in connection with any disagreements with BancPlus on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (cb) The Interim Financial Statements were properly prepared in accordance with accounting basesSince January 1, policies, practices and procedures consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with that adopted in the preparation 2019 (i) neither BancPlus nor any of its management accounts for all periods ended during Subsidiaries nor, to the 9 months prior knowledge of BancPlus, any director, officer, employee, auditor, accountant or representative of it or any of its Subsidiaries has received or otherwise had or obtained knowledge of any written material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of BancPlus or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that BancPlus or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) to September 30the knowledge of BancPlus, 2004. Such Interim Financial Statements are no attorney representing BancPlus or any of its Subsidiaries, whether or not employed by BancPlus or any of its Subsidiaries, has reported evidence of a fair presentation material violation of the state securities laws, breach of affairs fiduciary duty or similar violation by BancPlus or any of the financial condition its officers, directors, employees or agents to BancPlus’s board of the Acquired Companies as directors or any committee thereof or to any of the dates thereofBancPlus’s directors or officers.

Financial Statements. (a) Attached hereto as Part 4.4 of the Parent Disclosure Schedule is a copy of each of the 3.5(a) are (i) audited the 2014 Audited Financial Statements and the 2015 Audited Financial Statements (collectively, the “Audited Financial Statements”); (ii) the consolidated balance sheets of the Acquired BioD Companies as at the fiscal years’ ended of December 31, 2003 and December 31, 20022013, and the related audited consolidated statements of income, changes in shareholdersmembers’ equity, and cash flow flows for each of the fiscal years year then ended, together with the report thereon notes thereto, if any, all as prepared by management of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ the Company and used by the Company for general management purposes; and (collectivelyiii) the consolidated balance sheets of the BioD Companies as of June 30, 2016, and the related statements of income, members’ equity, and cash flows for the six month period then ended, all as prepared by management of the Company and used by the Company for general management purposes (the “June 30, 2016 Financial Statements” and, together with the items set forth in (ii), the “Company Audited Management Financial Statements”), and (ii) an unaudited . The consolidated balance sheet of the Acquired BioD Companies as at September 30of December 31, 2004 (2015, included in the 2015 Audited Financial Statements is referred to in this Agreement as the “Interim 12/31/15 Balance Sheet.”) and the related unaudited consolidated statements of income, changes in shareholders’ equity, and cash flow for the nine (9) months then ended (collectively, the “Interim Financial Statements” and together with the Interim Balance Sheet and Company Audited Financial Statements, the “Company Financial Statements”). (b) The Company Audited Management Financial Statements: (i) Statements fairly present a true and fair view in all material respects the financial position of the state of affairs BioD Companies at the dates of the financial condition balance sheets included therein and the results of operations, changes in shareholders’ equityits operations for the respective periods indicated therein. (c) The Audited Financial Statements (i) have been prepared from, and cash flow are in accordance with, the books and records of the Acquired BioD Companies as and fairly reflect all of the properties, assets, Liabilities and transactions of the BioD Companies, in all material respects, (ii) fairly present, in all material respects, the financial condition of the BioD Companies, and (iii) accurately reflect, in all material respects, the operating results and cash flows of the BioD Companies, in each case at the respective dates of date and for the periods referred to in such financial statements; (ii) time period indicated. The Audited Financial Statements have been prepared in accordance with UK GAAP, subject to the notes set out in such financial statements; and (iii) have been prepared using the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement of the Acquired Companies in respect of each of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed in the notes to the 2003 Company Audited Financial StatementsGAAP consistently applied. (cd) The Interim Financial Statements were properly prepared in accordance with accounting bases, policies, practices and procedures consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with that adopted in the preparation books of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation account of the state of affairs of the financial condition of the Acquired BioD Companies as of the dates thereofto which Parent and its representatives have been provided access are true, accurate and complete in all material respects.

Financial Statements. (a) Attached as Part 4.4 Schedule 2.8 are true and complete copies of the Parent Disclosure Schedule is a copy of each of the (i) audited consolidated balance sheets the most recent draft of the Acquired Companies as at the fiscal years’ ended December 31preliminary unaudited, 2003 and December 31, 2002, and the related audited consolidated statements of income, changes in shareholders’ equity, and cash flow for each of the fiscal years then ended, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ (collectively, the “Company Audited Financial Statements”), and (ii) an unaudited consolidated balance sheet of the Acquired Companies as at September 30, 2004 Company (the “Interim "Latest Balance Sheet”") as of March 31, 1997 (the "Latest Balance Sheet Date") and the related unaudited unaudited, consolidated statements of income, changes in shareholders’ equity, operations and cash flow for the nine months then ended and (9ii) the audited, consolidated balance sheets of the Company as of June 30, 1995 and 1996 and the related audited, consolidated statements of operations and cash flow for the 12 months then ended (collectively, the “Interim "Financial Statements” and together with the Interim Balance Sheet and Company Audited Financial Statements, the “Company Financial Statements”"). (b) The Company Audited Financial Statements: (i) Statements present a true and fair view of the state of affairs of fairly the financial condition of the Company, on a consolidated basis (reflecting all appropriate intercompany eliminations and adjustments), at the dates specified and the results of operations, changes in shareholders’ equity, and cash flow of the Acquired Companies as at the respective dates of and its operations for the periods referred to in such financial statements; (ii) specified and have been prepared in accordance with UK GAAPgenerally accepted accounting principles in the Unites States, consistently applied, (i) except as otherwise disclosed in the Financial Statements or in the SEC Filings, and (ii) except that the interim Financial Statements (which do not include a statement of cash flow) are subject to the notes set out absence of footnote disclosure and to changes resulting from normal period-end adjustments for recurring accruals, which will not be material individually or in such financial statements; and (iii) the aggregate. The Financial Statements do not contain any items of a special or nonrecurring nature, except as expressly stated therein. The Financial Statements have been prepared using from the same bases, accounting policies, practices books and methods adopted in preparing the audited consolidated financial statement records of the Acquired Companies in respect Company, which accurately and fairly reflect all the transactions of, acquisitions and dispositions of each assets by, and incurrence of liabilities by the two financial years preceding the financial year ended Company. All accounts receivable reflected on the December 31, 2003, except as disclosed Latest Balance Sheet arose in the notes to the 2003 Company Audited Financial Statements. (c) The Interim Financial Statements were properly prepared in accordance with accounting basesordinary course of business and, policies, practices and procedures consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with that adopted in the preparation aggregate, are fully collectible in the ordinary course of its management accounts for all periods ended during business, without resort to litigation, at the 9 months prior face amount thereof, less any reserve reflected in the Latest Balance Sheet, and will not be subject to September 30counterclaim, 2004. Such Interim Financial Statements are a fair presentation of the state of affairs of the financial condition of the Acquired Companies as of the dates thereofset-off or other reduction.

Financial Statements. (ai) Attached as Part 4.4 Within 74 days of the Parent Disclosure Schedule is Closing, TTHX will have received from TURNKEY a copy of each of the (i) its consolidated audited consolidated balance sheets of the Acquired Companies as at financial statements for the fiscal years’ years ended December 31, 2003 2014 and December 31, 2002, and the related audited consolidated statements of income, changes in shareholders’ equity, and cash flow for each of the fiscal years then ended, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ 2013 (collectively, the “Company TURNKEY Audited Financial Statements”). The TURNKEY Audited Financial Statements fairly present the financial condition of TURNKEY at the dates indicated and its results of operations and cash flows for the periods then ended and, except as indicated therein, reflect all claims, debts and liabilities of TURNKEY, fixed or contingent, and of whatever nature. (ii) an Within 74 days of Closing, TTHX will have received from TURNKEY a copy of its consolidated unaudited consolidated balance sheet of financial statements for the Acquired Companies as at September 30three months ended March 31, 2004 2015 (collectively the “Interim Balance Sheet”) and the related unaudited consolidated statements of income, changes in shareholders’ equity, and cash flow for the nine (9) months then ended (collectively, the “Interim Financial Statements” and together with the Interim Balance Sheet and Company Audited Financial Statements, the “Company TURNKEY Unaudited Financial Statements”). (b) . The Company Audited Financial Statements: (i) present a true and fair view of the state of affairs of the financial condition and the results of operations, changes in shareholders’ equity, and cash flow of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements; (ii) have been prepared in accordance with UK GAAP, subject to the notes set out in such financial statements; and (iii) have been prepared using the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement of the Acquired Companies in respect of each of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed in the notes to the 2003 Company Audited Financial Statements. (c) The Interim TURNKEY Unaudited Financial Statements were properly prepared in accordance with accounting bases, policies, practices and procedures consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with that adopted in the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation of the state of affairs of present fairly the financial condition of the Acquired Companies TURNKEY as of such date and the dates thereofresults present fairly the financial condition of TURNKEY for such period in accordance with GAAP and are consistent with the books and records of TTHX (which books and records are complete). (iii) Since March 31, 2015, the date of the TURNKEY Unaudited Financial Statements, there has been no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of TURNKEY, whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation, act of God, public force or otherwise and no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operation or prospects, of TURNKEY except in the ordinary course of business. (iv) Since the date of the TURNKEY Unaudited Financial Statements, TURNKEY has not issued, sold or otherwise disposed of, or agreed to issue, sell or otherwise dispose of, any securities of TURNKEY and has not granted or agreed to grant any other right to subscribe for or to purchase any securities of TURNKEY or has incurred or agreed to incur any indebtedness for borrowed money.

Financial Statements. (a) Attached as Part 4.4 of the Parent Disclosure Schedule is a copy of each of the 7(i) attached hereto contains true, correct and complete copies of: (i) the audited consolidated and consolidating balance sheets sheet of the Acquired Companies Borrowers, as at the fiscal years’ ended of December 31, 2003 and December 31, 20021998, and the related audited consolidated statements of incomeoperations, changes in shareholders’ equity, stockholders' equity (deficit) and cash flow for each flows of the fiscal years then endedBorrowers for the period covered thereby, together with including the report thereon footnotes thereto (all of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ (collectively, foregoing being hereinafter collectively called the “Company Audited "Annual Financial Statements”"), and ; and (ii) an the interim unaudited consolidated and consolidating balance sheet of the Acquired Companies as at September 30, 2004 Borrowers (the “"Interim Balance Sheet”") as of February 28, 1998 (the "Interim Balance Sheet Date"), and the related unaudited consolidated interim statements of income, changes in shareholders’ equity, and cash flow operations of the Borrowers for the nine two (92) months month period then ended (collectivelyall of the foregoing, including the “Interim Balance Sheet, being hereinafter collectively referred to as the "Interim Financial Statements” " and together with the Interim Balance Sheet and Company Audited Annual Financial Statements collectively, the "Financial Statements, the “Company Financial Statements”"). (b) The Company Audited Financial Statements taken as a whole (A) fairly present in all material respects (subject, in the case of the Interim Financial Statements: (i, to normal, recurring year-end adjustments which are not material individually or in the aggregate) present a true and fair view the financial position of the state of affairs Borrowers as of the financial condition dates indicated and the results of operations, changes in shareholders’ equity, and cash flow operations of the Acquired Companies as at the respective dates of and Borrowers for the periods referred to in such financial statements; indicated, (iiB) (x) have been prepared in accordance with UK Generally Accepted Accounting Principles ("GAAP") consistently applied throughout the periods covered thereby (subject, 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 notes set out in such financial statements; and (iii) have been prepared using the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement of the Acquired Companies in respect of each of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed in the notes to the 2003 Company Audited Financial Statements. (c) The Interim Financial Statements were properly extent not prepared in accordance with accounting basesGAAP, policies, practices and procedures consistent with those used in preparing then footnotes to the Company Audited Financial Statements will be provided describing in reasonable detail the differences, if any, between the accounting principles pursuant to which such Financial Statements were in fact prepared and GAAP and (C) are in accordance with the books and records of the Borrowers which have been maintained in a manner consistent with that adopted historical practice. All reserves established and set forth in the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements Balance Sheet are a fair presentation of the state of affairs of the financial condition of the Acquired Companies as of the dates thereofreasonable and adequate.

Financial Statements. (a) Attached as Part 4.4 The Company has made available to SPAC true and complete copies of the Parent Disclosure Schedule is a copy of each audited balance sheet of the (i) audited consolidated balance sheets Company as of and for the Acquired Companies as at the fiscal years’ years ended December 31, 2003 2018, December 31, 2019 and December 31, 20022020, and the related audited consolidated statements of incomeoperations, statements of changes in shareholdersmembers’ equity, equity and statements of cash flow flows of the Company for each of the fiscal years then ended, together which, in the case of those financial statements as of and for the years ended December 31, 2019 and December 31, 2020, have been audited in accordance with the auditing standards of the PCAOB and are accompanied by an unqualified audit report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ from the auditor (collectively, the “Company Audited Financial Statements”), and (ii) an unaudited consolidated balance sheet . Each of the Acquired Companies Financial Statements were prepared in accordance with US GAAP applied on a consistent basis throughout the periods indicated and fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company as at September 30the date thereof and for the period indicated therein, 2004 (the “Interim Balance Sheet”) except as otherwise noted therein and the related unaudited consolidated statements absence of income, changes notes and comply in shareholders’ equity, all material respects with the applicable accounting requirements and cash flow for with the nine (9) months then ended (collectivelyrules and regulations of the SEC, the “Interim Financial Statements” Exchange Act and together with the Interim Balance Sheet and Company Audited Financial StatementsSecurities Act in effect as of the date hereof (including Regulation S-X or Regulation S-K, the “Company Financial Statements”as applicable). (b) The Company Audited Financial Statements: (i) present has made available to SPAC a true and fair view complete copy of the state of affairs unaudited balance sheet of the financial condition Company (the “Most Recent Balance Sheet”) as of September 30, 2021 (the “Most Recent Balance Sheet Date”), and the results related unaudited statements of operations, changes in shareholders’ equity, operations and cash flow flows of the Acquired Companies as at the respective dates of and Company for the periods referred to in such 9-month period then ended. Such unaudited financial statements; (ii) have been statements were prepared in accordance with UK GAAPUS GAAP applied on a consistent basis throughout the period indicated and fairly present, subject to in all material respects, the notes set out in such financial statements; position, results of operations and (iii) have been prepared using the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement cash flows of the Acquired Companies in respect of each of Company as at the two financial years preceding date thereof and for the financial year ended on the December 31, 2003period indicated therein, except as disclosed in otherwise noted therein and subject to normal and recurring year-end adjustments and the notes to the 2003 Company Audited Financial Statementsabsence of notes. (c) The Interim Except as and to the extent set forth on the Financial Statements were properly or the Most Recent Balance Sheet, the Company does not have any Indebtedness, liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such Most Recent Balance Sheet, (ii) obligations for future performance under any contract to which the Company is a party or (iii) liabilities and obligations which are not, individually or in the aggregate, reasonably expected to be material to the Company. (d) The Company has established and maintained a system of internal accounting basescontrols. Such internal controls are designed to provide, policiesin all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization, and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with US GAAP and to maintain accountability for the Company’s assets. Since January 1, 2019, (i) neither the Company nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or Representative of the Company, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or auditing practices and procedures (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Company Board or any committee thereof. (e) To the knowledge of the Company, no employee of the Company has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. Neither the Company nor, to the knowledge of the Company, any officer, employee or agent of the Company has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a). (f) All accounts receivable of the Company reflected on the Most Recent Balance Sheet or arising thereafter have arisen from bona fide transactions in the ordinary course of business consistent with those used past practices and in preparing accordance with US GAAP. To the Company Audited Financial Statements knowledge of the Company, such accounts receivable are not subject to valid defenses, setoffs or counterclaims, other than routine credits granted for errors in ordering, shipping, pricing, discounts, rebates, returns in the ordinary course of business and other similar matters. The Company’s reserve for contractual allowances and doubtful accounts is adequate in all material respects and has been calculated in a manner consistent with that adopted past practices. Since the Most Recent Balance Sheet Date, the Company has not modified or changed in any material respect its sales practices or methods including such practices or methods in accordance with which the Company sells goods, fills orders or records sales. (g) All accounts payable of the Company reflected on the Most Recent Balance Sheet or arising thereafter are the result of bona fide transactions in the preparation ordinary course of business and have been paid or are not yet due or payable. Since the Most Recent Balance Sheet Date, the Company has not altered in any material respects its management practices for the payment of such accounts payable, including the timing of such payment. (h) The PCAOB 2021 Audited Financials, when delivered by the Company, shall (i) be true and complete, (ii) be prepared in accordance with US GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company as at the date thereof and for all periods ended during the 9 months period indicated therein, except as otherwise noted therein. The PCAOB 2021 Audited Financials shall be substantially similar to the Financial Statements in respect of the presentation of cash, accounts receivable, operating liabilities and b▇▇▇▇▇▇▇. (i) There are no outstanding loans or other extensions of credit made by the Company to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. The Company has not taken any action prohibited by Section 402 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (i) Since the Most Recent Balance Sheet Date, there has not been any Leakage, and (ii) there are no arrangements or agreements that would reasonably be likely to result in any Leakage prior to September 30, 2004. Such Interim Financial Statements are a fair presentation of the state of affairs of the financial condition of the Acquired Companies as of the dates thereofClosing.

Financial Statements. (a) Attached as Part 4.4 Section 4.07(a) of the Parent Company Disclosure Schedule is a true and complete copy of each the audited consolidated statement of financial position of the (i) audited consolidated balance sheets Company and the Company Subsidiaries as of the Acquired Companies as at the fiscal years’ ended December 31, 2003 2018 and December 31, 20022019, and the related audited consolidated statements of income, changes in shareholders’ equity, operations and cash flow for each flows of the fiscal Company and the Company Subsidiaries for the years then ended, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ ended (collectively, the “Company Audited Annual Financial Statements”), . The Annual Financial Statements (i) were prepared in accordance with ASPE applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) an fairly present, in all material respects, the financial position of the Company and the Company Subsidiaries as at December 31, 2018 and December 31, 2019 and the financial performance and cash flows of the Company and the Company Subsidiaries for the years ended December 31, 2018 and December 31, 2019. (b) Attached as Section 4.07(b) of the Company Disclosure Schedule are true and complete copies of the unaudited consolidated balance sheet statement of financial position of the Acquired Companies Company and the Company Subsidiaries as at of September 30, 2004 2020 (the “Interim Balance Sheet2020 Financial Position Statement”) ), and the related unaudited consolidated statements of income, changes in shareholders’ equity, operations and cash flow flows of the Company and the Company Subsidiaries for each of the nine (9) months then ended (collectively, the “Interim Financial Statements” and together with the Interim Balance Sheet and Company Audited Financial Statements, the “Company Financial Statements”). (b) . The Company Audited Interim Financial Statements: (i) present a true and fair view of the state of affairs of the financial condition and the results of operations, changes in shareholders’ equity, and cash flow of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements; (ii) have been Statements were prepared in accordance with UK GAAP, ASPE applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and subject to year-end adjustments) and fairly present, in all material respects, the notes set out in such financial statements; and (iii) have been prepared using the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement position of the Acquired Companies in respect of each Company and the Company Subsidiaries as at September 30, 2020 and the financial performance and cash flows of the two financial years preceding Company and the financial year ended on Company Subsidiaries for the December 31, 2003nine (9) months then ended, except as disclosed in the notes otherwise noted therein and subject to the 2003 Company Audited Financial Statementsnormal and recurring year-end adjustments. (c) The Interim Except as and to the extent set forth on the 2020 Financial Statements were properly Position Statement, none of the Company or any of the Company Subsidiaries has any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a statement of financial position prepared in accordance with ASPE, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Financial Position Statement, (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party, (iii) liabilities for transaction expenses in connection with this Agreement, the Transactions, the Subscription Agreements and the Private Placements, or (iv) such other liabilities and obligations which, individually or in the aggregate, have not resulted in and would not reasonably be expected to result in a Company Material Adverse Effect. (d) Since January 1, 2018, (i) neither the Company nor any Company Subsidiary nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting basesor auditing practices, policiesprocedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls (including any significant deficiency relating thereto), including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and procedures consistent with those used in preparing (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Company Audited Financial Statements and in a manner consistent with that adopted in the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation of the state of affairs of the financial condition of the Acquired Companies as of the dates Board or any committee thereof.

Financial Statements. (a) Attached as Part 4.4 The Seller has delivered to the Purchaser the following financial statements of the Parent Disclosure Company, all of which are attached to this Agreement as Schedule is a copy of each of the 2.8: (i) audited consolidated balance sheets income statements for the years ended June 30, 2000 and June 30, 2001 and unaudited income statements and statements of cash flow for the Acquired Companies as at the fiscal years’ nine-month period and quarter ended December 31, 2003 and December March 31, 2002; (ii) audited balance sheets as of June 30, 2000 and June 30, 2001 and an unaudited balance sheet as of March 31, 2002 (the related audited consolidated statements of income, changes in shareholders’ equity, "Balance Sheet"); and (iii) a pro forma income statement and cash flow statements for each the year ended June 30, 2002 and a pro forma balance sheet as of June 30, 2002. The financial statements referred to in clauses (i) and (ii) are hereinafter collectively referred to as the fiscal years then ended, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ (collectively, the “Company Audited "Historical Financial Statements”)", and financial statements referred to in clause (iii) are collectively referred to as the "Pro forma Financial Statements". The Historical Financial Statements (i) have been prepared in conformity with Swiss Accounting Standards consistently applied with prior periods, and (ii) an unaudited consolidated balance sheet of the Acquired Companies as at September 30, 2004 (the “Interim Balance Sheet”) and the related unaudited consolidated statements of income, changes in shareholders’ equity, and cash flow for the nine (9) months then ended (collectively, the “Interim Financial Statements” and together with the Interim Balance Sheet and Company Audited Financial Statements, the “Company Financial Statements”). (b) The Company Audited Financial Statements: (i) fairly present a true and fair view of the state of affairs of the financial condition and the results of operations, changes in shareholders’ equity, and cash flow operations of the Acquired Companies Company as at of the respective dates of and for the periods referred indicated therein. The books of account, financial data, schedules and other records of the Company, including any of the foregoing delivered or made available to the Purchaser or its representatives in such financial statements; (ii) connection with the transactions contemplated hereby, have been maintained in the ordinary course of business of the Company, and there are no material misstatements, mistakes or omissions therein, and there have been no transactions involving the Company that properly should have been reflected in the Historical Financial Statements in accordance with such accounting principles that have not been reflected therein. The Balance Sheet accurately reflects all liabilities, obligations and commitments of any nature (whether absolute, accrued, contingent or otherwise and whether matured or unmatured) of the Company, except (a) liabilities, obligations or commitments incurred since the date of the Balance Sheet in the ordinary course of business of the Company and consistent with past practice and (b) other liabilities or obligations not required to be shown on a balance sheet prepared in accordance with UK GAAP, subject to such accounting principles. The Pro forma Financial Statements represent the notes set out in such financial statements; best estimate by Seller and (iii) have been prepared using the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement management of the Acquired Companies in respect of each of Company for the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed in the notes to the 2003 Company Audited Financial Statements. (c) The Interim Financial Statements were properly prepared in accordance with accounting bases, policies, practices operating results and procedures consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with that adopted in the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation of the state of affairs of the financial condition of the Acquired Companies Company for the period and as of the dates thereofdate of the Pro forma Financial Statements, based on reasonable assumptions and taking into account all known trends in the Company's business and operations.

Financial Statements. (a) Attached as Part 4.4 Seller has previously delivered to Buyer copies of (i) the audited annual statutory financial statements of the Parent Disclosure Schedule is a copy Company as of and for each of the (i) audited consolidated balance sheets of the Acquired Companies as at the fiscal years’ years ended December 31, 2003 2013, 2012 and December 31, 2002, 2011 and (ii) the related audited consolidated unaudited interim statutory financial statements of incomethe Company as of and for the nine-month period ended September 30, changes in shareholders’ equity, and cash flow for each of the fiscal years then ended, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ 2014 (collectively, the “Company Audited Financial Statutory Statements”). The Statutory Statements were prepared in all material respects in accordance with SAP and, and (iiexcept as set forth in Section 3.6(a) an unaudited consolidated balance sheet of the Acquired Companies as at September 30Seller Disclosure Schedule, 2004 (the “Interim Balance Sheet”) and the related unaudited consolidated statements of incomefairly present, changes in shareholders’ equity, and cash flow for the nine (9) months then ended (collectivelyall material respects in accordance therewith, the “Interim Financial Statements” admitted assets, liabilities and together with the Interim Balance Sheet capital and Company Audited Financial Statements, the “Company Financial Statements”). (b) The Company Audited Financial Statements: (i) present a true and fair view surplus of the state of affairs of the financial condition Company at their respective dates and the results of operations, changes in shareholders’ equity, surplus and cash flow flows of the Acquired Companies as Company at the respective dates of and for the periods referred to indicated, subject, in such the case of the financial statements; statements referenced in clause (ii) above, to normal year-end adjustments and the absence of full footnote disclosures and other presentation items. No material deficiencies have been prepared asserted in accordance the financial examination and market conduct examination reports described in clause (ii) of Section 3.14(a) with UK GAAPrespect to any Statutory Statements which have not been cured, subject waived or otherwise resolved to the notes set out in such financial statements; and (iii) have been prepared using the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement material satisfaction of the Acquired Companies applicable Insurance Regulator. (b) Except as indicated therein, all assets that are reflected as admitted assets in the Statutory Statements comply in all material respects with all Applicable Laws with respect of each to admitted assets. Except as set forth in Section 3.6(b) of the two financial years preceding the financial year ended on the December 31Seller Disclosure Schedule, 2003, except as disclosed there are no approved variances or permitted practices utilized in the notes to preparation of any of the 2003 Company Audited Financial Statutory Statements. (c) The Interim Financial Statements were properly Section 3.6(c) of the Seller Disclosure Schedule includes an unaudited consolidated balance sheet of the Company as of September 30, 2014 prepared in accordance with generally accepted accounting basesprinciples in the United States. Such balance sheet fairly presents, policiesin all material respects in accordance therewith, practices the assets and procedures consistent with those used in preparing liabilities of the Company Audited Financial Statements and in a manner consistent with that adopted in the preparation as of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair 2014, subject to normal year-end adjustments and the absence of footnote disclosures and other presentation of items. (d) The insurance policy reserves recorded in the state of affairs of the financial condition of the Acquired Companies Statutory Statements, as of the dates thereofof such Statutory Statements (i) were determined in all material respects in accordance with generally accepted actuarial standards in the United States, as in effect at the time of determination, applied on a consistent basis for the periods presented and (ii) complied in all material respects with the requirements of Applicable Law. The foregoing representations and warranties are made subject to the terms of Section 10.9(b). (e) The Transferred Companies maintain in all material respects internal accounting controls designed to provide reasonable assurance that: (i) transactions are executed with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of (x) the statutory statements of the Company and (y) financial statements (prepared in accordance with GAAP) of each of the Transferred Companies and to maintain accountability for each of the Transferred Companies’ assets; (iii) access to the Transferred Companies’ assets is permitted only in accordance with management’s general or specific authorization; and (iv) the reporting of the Transferred Companies’ assets is compared with existing assets at reasonable intervals; provided that the internal accounting controls described in clause (ii)(y) of this Section 3.6(e) may have been developed by Radian Group Inc. and may utilize a level of materiality applicable to Radian Group Inc. and its Subsidiaries, taken as a whole, and not a level of materiality applicable to a Transferred Company or the Transferred Companies, taken as a whole.

Financial Statements. (a) Attached as Part 4.4 FTC has delivered to BancPlus true, correct and complete copies, including notes, of the Parent Disclosure Schedule is a copy audited financial statements of each of FTC for the (i) audited consolidated balance sheets of the Acquired Companies as at the fiscal years’ years ended December 31, 2003 and December 312020, 20022019, and the related audited 2018, including consolidated balance sheets, consolidated statements of income, consolidated statements of cash flows, consolidated statements of comprehensive income and consolidated statements of changes in shareholdersstockholders’ equity, and cash flow for in each case accompanied by the audit report of the fiscal years then ended, together with the report thereon of BDO ▇▇▇▇ Postlethwaite & ▇▇▇▇▇▇▇ ▇▇▇▇▇, APAC, and unaudited interim financial statements of FTC for the six (6) months ended June 30, 2021 (collectively, the “Company Audited FTC Financial Statements”), and (ii) an unaudited . The FTC Financial Statements fairly present in all material respects the consolidated balance sheet of the Acquired Companies as at September 30, 2004 (the “Interim Balance Sheet”) and the related unaudited consolidated statements of income, changes in shareholders’ equity, and cash flow for the nine (9) months then ended (collectively, the “Interim Financial Statements” and together with the Interim Balance Sheet and Company Audited Financial Statements, the “Company Financial Statements”). (b) The Company Audited Financial Statements: (i) present a true and fair view of the state of affairs of the financial condition and the results of operations, changes in shareholdersstockholders’ equity, and cash flow flows of FTC and its Subsidiaries for the Acquired Companies respective fiscal periods or as at of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and for amount and immaterial in any event); each of such statements (including the periods referred to related notes, where applicable) complies in all material respects with applicable accounting requirements; and each of such financial statements; statements (iiincluding the related notes, where applicable) have has been prepared in accordance with UK GAAPGAAP consistently applied during the periods involved, subject to the notes set out except, in each case, as indicated in such financial statements; and (iii) have been prepared using the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement of the Acquired Companies in respect of each of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed statements or in the notes thereto. The books and records of FTC and its Subsidiaries since January 1, 2019 have been, and are being, maintained in {JX489484.11} PD.35183901.7 all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2019, no independent public accounting firm of FTC has resigned (or informed FTC that it intends to the 2003 Company Audited Financial Statementsresign) or been dismissed as independent public accountants of FTC as a result of or in connection with any disagreements with FTC on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (cb) The Interim Financial Statements were properly prepared in accordance with accounting basesSince January 1, policies, practices and procedures consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with that adopted in the preparation 2019 (i) neither FTC nor any of its management accounts for all periods ended during Subsidiaries nor, to the 9 months prior knowledge of FTC, any director, officer, employee, auditor, accountant or representative of it or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of FTC or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that FTC or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) to September 30the knowledge of FTC, 2004. Such Interim Financial Statements are no attorney representing FTC or any of its Subsidiaries, whether or not employed by FTC or any of its Subsidiaries, has reported evidence of a fair presentation material violation of the state securities laws, breach of affairs fiduciary duty or similar violation by FTC or any of the financial condition its officers, directors, employees or agents to FTC's board of the Acquired Companies as directors or any committee thereof or to any of the dates thereofFTC's directors or officers.

Financial Statements. (a) Attached as Part 4.4 of the Parent Disclosure The Financial Statements Schedule is a copy of each of the attached hereto consists of: (i) audited consolidated balance sheets of the Acquired Companies as at the fiscal years’ ended December 31, 2003 and December 31, 2002, and the related audited consolidated statements of income, changes in shareholders’ equity, and cash flow for each of the fiscal years then ended, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ (collectively, the “Company Audited Financial Statements”), and (ii) an Company’s unaudited consolidated balance sheet as of the Acquired Companies as at September 30December 31, 2004 2009 (the “Interim Latest Balance Sheet”) and the related unaudited consolidated statements statement of income, changes in shareholders’ equity, and cash flow income for the nine (9) months nine-month period then ended (collectivelytogether with the Latest Balance Sheet, the “Interim Unaudited Financial Statements”) and (ii) the Company’s audited consolidated balance sheet and statements of income and cash flows as of and for the fiscal year ended March 31, 2009 (such financial statements referred to in this clause (ii) the “Audited Financial Statements” and together with the Interim Balance Sheet and Company Audited Unaudited Financial Statements, the “Company Financial Statements”). Except as set forth on the attached Financial Statements Schedule, the Financial Statements have been prepared from the Company’s and its Subsidiaries’ books and records and present fairly in all material respects the respective financial condition and results of operations (and, in the case of the audited consolidated financial statements, the cash flows) of the Company and its Subsidiaries (taken as a whole) as of the respective dates and for the respective periods referred to therein in accordance with GAAP, consistently applied (subject in the case of the unaudited consolidated financial statements to (x) the absence of footnote disclosures and other presentation items and (y) changes resulting from normal year-end adjustments, none of which disclosures or changes are material, or, if material, are substantially consistent with prior audited consolidated financial statements, including as to magnitude and scope). (b) The Company Audited Financial Statements: and its Subsidiaries have no Liabilities, except (i) present a true and fair view of Liabilities set forth on the state of affairs of the financial condition and the results of operationsLatest Balance Sheet, changes in shareholders’ equity, and cash flow of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements; (ii) have been prepared Liabilities that were incurred after the date of the Latest Balance Sheet in accordance the ordinary course of business consistent with UK GAAPpast practice, subject to the notes set out in such financial statements; and (iii) have been prepared using Liabilities not required by GAAP to be reflected on the same bases, accounting policies, practices and methods adopted in preparing the audited face of a consolidated financial statement balance sheet of the Acquired Companies in respect Company and its Subsidiaries, (iv) Liabilities arising under the executory portion of each any contract (but not Liabilities that result from, arise out of the two financial years preceding the financial year ended on the December 31or are attributable to, 2003, except as any breach of such contract) and (v) Liabilities specifically disclosed in the notes disclosure schedules attached to the 2003 Company Audited Financial Statementsthis Agreement. (c) The Interim Financial Statements were properly prepared Accounts Receivable of the Company and its Subsidiaries set forth on the Latest Balance Sheet and arising subsequent to the date of the Latest Balance Sheet represent sales made by the Company and its Subsidiaries in the ordinary course of business pursuant to bona fide transactions involving goods delivered or services rendered by the Company or its Subsidiaries. The Accounts Receivable, and reserves and allowances with respect thereto, reflected on the Latest Balance Sheet are stated thereon in accordance with GAAP, consistently applied with the Company’s historical accounting basespractices (subject to (i) the absence of footnote disclosures and other presentation items and (ii) changes resulting from normal year-end adjustments, policiesnone of which disclosures or changes are material, practices and procedures or, if material, are substantially consistent with those used prior audited consolidated financial statements, including as to magnitude and scope). Except as set forth on the attached Accounts Receivable Schedule, to the Company’s Knowledge, any material amounts due, or to become due, in preparing respect of such Accounts Receivable are not in dispute and there are no setoffs or counterclaims asserted, except to the Company Audited Financial Statements extent provision has been made therefor in the Latest Balance Sheet or the Closing Statement. (d) The February 2010 backlog report previously provided to Buyer was compiled and in prepared using a manner method and approach substantially consistent with that adopted used in the compilation and preparation of its management accounts for all periods ended during the 9 months prior December 2009 backlog report previously provided to September 30Buyer and, 2004. Such Interim Financial Statements are a fair presentation of to the state of affairs of the financial condition of the Acquired Companies Company’s knowledge, as of the date of this Agreement, there are no known project cancellations or significant delays with respect to the top 10 projects by dollar amount set forth in the February 2010 backlog report. (e) All inventory of the Company and its Subsidiaries (“Inventory”) is located on the Owned Real Property, the Leased Real Property or at various project or worksite locations or warehouse spaces rented by the Company (or in transit from or to any of the foregoing), the warehouse locations of which are set forth on the Other Locations Schedule. The Inventory, and the reserves and allowances with respect thereto, reflected on the Latest Balance Sheet are stated thereon in accordance with GAAP, consistently applied with the Company’s historical accounting practices (subject to (i) the absence of footnote disclosures and other presentation items and (ii) changes resulting from normal year-end adjustments, none of which disclosures or changes are material, or, if material, are substantially consistent with prior audited consolidated financial statements, including as to magnitude and scope). (f) Except as set forth on the Indebtedness Schedule, neither the Company nor any of its Subsidiaries has any Indebtedness outstanding as of the date hereof. (g) The Bonding Arrangements Schedule sets forth as of February 28, 2010 (i) all Bonding Arrangements of the Company or any Subsidiary thereof, (ii) the respective Company or Subsidiary thereof on account of which such Bond Arrangement was entered into or issued, (iii) the respective beneficiaries for which they were entered into or issued, (iv) the respective dates they were entered into or issued and if applicable, the expiration dates thereof, (v) the respective coverage amounts thereof, and (vi) whether any cash collateral, letter of credit or other security arrangement or guaranty has been granted by the Company, any of its Subsidiaries or any other Person with respect thereto.

Financial Statements. (a) Attached as Part 4.4 of the Parent Disclosure Schedule is a copy of each Seller has previously made available to Buyer true, complete and correct copies of the (i) audited consolidated balance sheets combined statements of assets, liabilities and parent funding of the Acquired Companies as at Transferred Business for the fiscal years’ years ended December 31, 2003 2013 (the “Newco Balance Sheet”) and December 31, 20022012, and the related audited consolidated combined statements of incomeoperations, changes in shareholders’ equitycash flows and parent funding for the fiscal year ended December 31, 2013 and December 31, 2012, including the notes thereto and together with an unqualified report of Seller’s independent accountant thereon (together with any reports related thereto, collectively, the “Newco Audited Financial Statements”) and (ii) unaudited combined statements of assets, liabilities and parent funding of the Transferred Business for the nine months ended September 30, 2014, and the related unaudited combined statements of operations, cash flow flows and parent funding for each of the fiscal years then endednine months ended September 30, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ 2014 (collectively, the “Company Audited Financial Statements”), and (ii) an unaudited consolidated balance sheet of the Acquired Companies as at September 30, 2004 (the “Interim Balance Sheet”) and the related unaudited consolidated statements of income, changes in shareholders’ equity, and cash flow for the nine (9) months then ended (collectively, the “Interim Newco Unaudited Financial Statements” and and, together with the Interim Balance Sheet and Company Newco Audited Financial Statements, the “Company Newco Financial Statements”). (b) The Company Audited Newco Financial Statements: (i) Statements present a true fairly, in all material respects, the financial position, cash flow, parent funding and fair view results of operations of the state of affairs Transferred Business as of the financial condition and the results of operations, changes in shareholders’ equity, and cash flow of the Acquired Companies as at the respective dates of specified therein and for the periods referred to in such financial statements; (ii) have been period then ended and were prepared in accordance with UK GAAPGAAP applied in a manner consistent with Seller’s past practices with respect to the Transferred Business and are compliant with Regulation S-X, in each case, except as otherwise noted therein and, in the case of the Newco Unaudited Financial Statements, subject to (x) the absence of notes set out in such financial statements; and (iiiy) have been prepared using the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement of the Acquired Companies in respect of each of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed in the notes to the 2003 Company Audited Financial Statementsnormal year-end audit adjustments. (c) The Interim Financial Statements, when delivered pursuant to this Agreement, shall present fairly in all material respects, the financial position, cash flow, changes in parent funding and results of operations of the Transferred Business as of the dates specified therein and for the periods then ended (on an historical basis and in compliance with Regulation S-X), except as otherwise noted therein and, in the case of unaudited interim statements, subject to normal year-end audit adjustments. The Financial Statements were properly shall be prepared in accordance with accounting basesGAAP, policies, practices and procedures consistent with those used in preparing the Company Audited Financial Statements and applied in a manner consistent with that adopted Seller’s past practices with respect to the Transferred Business and in compliance with Regulation S-X, in each case, except as otherwise noted therein and, in the preparation case of its management accounts for all periods ended during unaudited statements, subject to (x) the 9 months prior to absence of notes and (y) normal year-end audit adjustments. (d) Except as set forth in the Newco Unaudited Financial Statements, since September 30, 2004. Such Interim 2014, Seller and its Subsidiaries conducting the Transferred Business have not incurred any Liabilities that are of a nature that would be required to be disclosed on a combined balance sheet prepared consistently with the Newco Financial Statements or in the notes thereto prepared in conformity with GAAP, other than (i) Liabilities incurred in the Ordinary Course; (ii) other Liabilities under Contracts, Communications Licenses and other permits and licenses in accordance with the terms thereof (other than as a result of any breach thereof by Seller or its Subsidiaries); (iii) Liabilities that individually or in the aggregate would not reasonably be expected to be material to the Transferred Business; and (iv) Liabilities incurred in connection with the transactions contemplated by this Agreement prior to the date of this Agreement or to the extent permitted by this Agreement on or after the date of this Agreement. Notwithstanding the foregoing, the representations and warranties in this Section 4.7(d) shall not apply to any subject matters that are a fair presentation addressed by other representations and warranties in Section 4.8 (Litigation and Claims), Section 4.9 (Taxes), Section 4.12 (Compliance with Laws; Communications Authorizations) and Section 4.13 (Environmental Matters). (e) Other than (i) the Debt Obligations and (ii) Indebtedness of less than $5,000,000 in the state of affairs of aggregate, the financial condition of the Acquired Transferred Companies as of the dates thereofhave no Indebtedness.

Financial Statements. The Company has provided Parent with true and accurate copies of the following financial statements (collectively the “Financial Statements”): (a) Attached as Part 4.4 of the Parent Disclosure Schedule is a copy of each of the (i) audited consolidated and unaudited consolidated and consolidating balance sheets of the Acquired Companies as at the fiscal years’ ended December 31, 2003 and December 31, 2002, and the related audited consolidated statements of income, changes in shareholdersstockholders’ equity, and cash flow as of and for each of the fiscal years then endedended December 31, together with 2007, 2008, 2009 and 2010 for the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ Acquired Entities; (collectively, the “Company Audited Financial Statements”), and (iib) an unaudited consolidated and consolidating balance sheet of the Acquired Companies as at September 30, 2004 (the “Interim Balance Sheet”) sheets and the related unaudited consolidated statements of income, changes in shareholdersstockholders’ equity and cash flow as of and for the final year ended December 31, 2011 (the “Most Recent Year End”) for the Acquired Entities; and (c) unaudited consolidated and consolidating balance sheets and statements of income, changes in stockholders’ equity, and cash flow for the nine (9) months then ended (collectively, the “Interim Financial Statements” and together with the Interim Balance Sheet and Company Audited Financial Statements, the “Company Financial Statements”). (b) The Company Audited Financial Statements: (i) present a true and fair view of the state of affairs of the financial condition and the results of operations, changes in shareholders’ equity, and cash flow of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements; two months ended February 29, 2012 (iithe “Balance Sheet Date”) for the Acquired Entities. Except as set forth on Schedule 4.8, the Financial Statements have been prepared in accordance with UK GAAPGAAP applied on a consistent basis throughout the periods covered thereby, subject to the notes set out in such financial statements; and (iii) have been prepared using the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement of the Acquired Companies in respect of each of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed in the notes to the 2003 Company Audited Financial Statements. (c) The Interim Financial Statements were properly prepared in accordance with accounting bases, policies, practices and procedures consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with that adopted in the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation of the state of affairs of present fairly the financial condition of the Acquired Companies Entities as of such dates and the results of operations of the Acquired Entities for such periods, are correct and complete, and are consistent with the books and records of the Acquired Entities; provided, however, that the unaudited statements for the Most Recent Year End and the Interim Financial Statements are subject to normal year-end adjustments (which will not be material individually or in the aggregate) and lack footnotes and other presentation items. Since December 31, 2011 and except as set forth on Schedule 4.8, no Acquired Entity has effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP or to conform a Subsidiary’s accounting policies and practices to the Company’s. No Acquired Entity has any liabilities, contingent or otherwise, or forward or long-term Commitments that are not disclosed in the Financial Statements or in the notes thereto, and except as disclosed therein, there are no unrealized or anticipated losses from any Commitments of any Acquired Entity which may reasonably be expected to cause a Material Adverse Change. Except as set forth on Schedule 4.8, during the 180 days preceding the Closing Date, the Acquired Entities (i) have collected and treated accounts receivable in a manner consistent with past practice and (ii) have paid and treated accounts payable in a manner consistent with past practice with such accounts payable being paid promptly after incurrence or receipt of an invoice related thereto. During the 180 days preceding the Closing Date, the inventory of the Acquired Entities has been maintained at levels consistent with past practice. The Company as of the dates thereofClosing Date (before giving effect to the transactions contemplated by this Agreement or any financing related thereto) has cash assets ((i) excluding (A) cash equivalents and (B) monies paid by the Company and not yet, as of the Closing Date, withdrawn from or debited to its bank accounts including electronic fund transfer or checks issued, but including (ii) certificates of deposit, cash on deposit, monies received by the Company and not yet, as of the Closing Date, deposited in or credited to its bank accounts including electronic fund transfers or checks received (such monies received but not deposited or credited being “Uncredited Cash Receipts”) (such cash assets, with such exclusions and inclusions, collectively, “Cash Assets”) in an amount of at least $10,000. The Company has no outstanding liability for, and will not bear after the Closing Date, any Company Transaction Expenses. The Sellers shall pay and discharge any Company Transaction Expenses to the extent any remain outstanding as of the Closing Date.

Financial Statements. (a) Attached as Part 4.4 BYL has previously delivered or made available to PBOC accurate and complete copies of the Parent Disclosure Schedule is a copy of each BYL Financial Statements for all periods ended prior to the date hereof, which in the case of the (i) audited consolidated balance sheets statement of the Acquired Companies financial condition of BYL as at the fiscal years’ ended of December 31, 2003 1999 and December 31, 2002, 1998 and the related audited consolidated statements of income, changes in shareholders’ equity, ' equity and cash flow flows for each of the fiscal years then endedended December 31, together 1999, 1998 and 1997 are accompanied by the audit report of Vavrinek, Trine, Day & Co., independent public accountants with respect to BYL, as well as the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ (collectively, the “Company Audited Financial Statements”), and (ii) an unaudited consolidated balance sheet statement of the Acquired Companies financial condition of BYL as at September of June 30, 2004 (the “Interim Balance Sheet”) 2000 and the related unaudited consolidated statements of income, changes in shareholders’ equity' equity and cash flows for the six months ended June 30, 2000 and 1999. The BYL Financial Statements referred to herein, as well as the BYL Financial Statements to be delivered pursuant to Section 5.7 hereof, fairly present or will fairly present, as the case may be, the consolidated financial condition of BYL as of the respective dates set forth therein, and cash flow for the nine (9) months then ended (collectively, the “Interim Financial Statements” and together with the Interim Balance Sheet and Company Audited Financial Statements, the “Company Financial Statements”). (b) The Company Audited Financial Statements: (i) present a true and fair view of the state of affairs of the financial condition and the consolidated results of operations, changes in shareholders’ equity, ' equity and cash flow flows of BYL for the Acquired Companies respective periods or as at of the respective dates set forth therein. (b) Each of and for the periods referred to in such financial statements; (ii) have BYL Financial Statements has been or will be, as the case may be, prepared in accordance with UK GAAPgenerally accepted accounting principles consistently applied during the periods involved, subject to the notes set out in such financial statements; except as stated therein, and (iii) except that unaudited BYL Financial Statements may not include all footnote disclosures required by generally accepted accounting principles. The audits of BYL have been prepared using the same basesconducted in accordance with generally accepted auditing standards. The books and records of BYL and BYL Bank are being maintained in material compliance with applicable legal and accounting requirements, accounting policies, practices and methods adopted such books and records accurately reflect in preparing the audited consolidated financial statement of the Acquired Companies all material respects all dealings and transactions in respect of each the business, assets, liabilities and affairs of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed in the notes to the 2003 Company Audited Financial StatementsBYL and BYL Bank. (c) The Interim Financial Statements were properly prepared in accordance with accounting basesExcept to the extent (i) reflected, policies, practices and procedures consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with that adopted disclosed or provided for in the preparation consolidated statement of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation of the state of affairs of the financial condition of the Acquired Companies BYL as of June 30, 2000 (including related notes) and (ii) of liabilities incurred since such date in the dates thereofordinary course of business, BYL and BYL Bank have no liabilities, whether absolute, accrued, contingent or otherwise, material to the financial condition, results of operations or business of BYL and BYL Bank.

Financial Statements. (a) Attached as Part 4.4 of the Parent Disclosure Schedule is a copy of each of the SCHEDULE 4.6 hereto are (i) the audited consolidated balance sheets of IIT, Inc. and the Acquired Companies unaudited balance sheets of International Information Technology IIT, C.A. ("IIT, C.A.") as at the fiscal years’ ended of December 31, 2003 and December 31, 2002, 1997 and the related audited consolidated statements of incomeearnings, changes in shareholders’ equity, shareholders equity and cash flow flows of IIT, Inc. and the unaudited statements of earnings, shareholders equity and cash flows of IIT, C.A. for each of the fiscal years twelve-month periods then ended, together together, in the case of IIT, Inc., with the independent auditor's report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ (collectively, the “Company Audited Financial Statements”), and (ii) an the unaudited consolidated balance sheet of the Acquired Companies each of IIT, Inc. and IIT, C.A. as at September 30of July 31, 2004 (the “Interim Balance Sheet”) 1998 and the related unaudited consolidated statements of incomeearnings, changes in shareholders’ equity, ' equity and cash flow flows of IIT, Inc. and IIT, C.A. for the nine (9) months seven month period then ended (collectively, the “Interim "FINANCIAL STATEMENTS"). The Financial Statements” Statements (including the notes thereto) were prepared in accordance with GAAP, consistently applied throughout the periods indicated, and together with the Interim Balance Sheet present fairly and Company Audited Financial Statements, the “Company Financial Statements”). (b) The Company Audited Financial Statements: (i) present a true and fair view of the state of affairs of accurately the financial condition and the results of operationsoperation of each of IIT, changes in shareholders’ equityInc. and IIT, and cash flow of the Acquired Companies C.A. as at the respective dates of and for the periods referred to in such financial statementsindicated; (ii) have been prepared in accordance with UK GAAPPROVIDED, HOWEVER, that the unaudited Financial Statements as of and for the periods ending July 31, 1998 are subject to normal year-end adjustments (which will not be material) and lack footnotes and other presentation items. The audited financial statements of IIT, C.A. to be delivered pursuant to SECTION 9.2(o) will be identical to the notes set out in such unaudited financial statements; statements of IIT, C.A. as of and (iii) have been prepared using for the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement of the Acquired Companies in respect of each of the two financial years preceding the financial year period ended on the December 31, 20031997 set forth on SCHEDULE 4.6, except as disclosed in for the notes to the 2003 Company Audited Financial Statementsdeletion of any qualifications and changes resulting therefrom. (c) The Interim Financial Statements were properly prepared in accordance with accounting bases, policies, practices and procedures consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with that adopted in the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation of the state of affairs of the financial condition of the Acquired Companies as of the dates thereof.

Financial Statements. The Representative has delivered to Buyer: (a) Attached as Part 4.4 a consolidated balance sheet of the Parent Disclosure Schedule is a copy of each of the (i) audited consolidated balance sheets of the Acquired Companies Company as at the fiscal years’ ended December 31, 2003 and December 31, 20022005, and the related audited consolidated statements of income, changes in shareholders’ equity, equity and cash flow flows for each of the fiscal years year then ended, together with the report thereon of BDO Punongbayan & Araullo (a Member of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ International) (collectively“P&A”), independent certified public accountants, (b) a consolidated balance sheet of the Company as at December 31, 2006 (including the notes thereto, the “Company Audited Financial StatementsBalance Sheet”), and the related consolidated statements of income, changes in stockholders’ equity, and cash flows for the fiscal year then ended, together with the report thereon of P&A, independent certified public accountants, and (iic) an unaudited consolidated balance sheet of the Acquired Companies Company as at September June 30, 2004 2007 (the “Interim Balance Sheet”) and the related unaudited consolidated statements of income, changes in shareholdersstockholders’ equity, and cash flow flows for the nine (9) 5 months then ended (collectively, the “Interim Financial Statements” ended. Such financial statements and together with the Interim Balance Sheet and Company Audited Financial Statements, the “Company Financial Statements”). (b) The Company Audited Financial Statements: (i) notes fairly present a true and fair view of the state of affairs of the financial condition and the results of operations, changes in shareholdersstockholders’ equity, and cash flow of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements; (ii) have been prepared , all in accordance with UK GAAP, subject to subject, in the notes set out in such case of interim financial statements; , to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be materially adverse) and the absence of notes (iiithat, if presented, would not differ materially from those included in the Balance Sheet). The financial statements referred to in this Section 6(d) have been prepared using reflect the same bases, consistent application of such accounting policies, practices and methods adopted in preparing principles throughout the audited consolidated financial statement of the Acquired Companies in respect of each of the two financial years preceding the financial year ended on the December 31, 2003periods involved, except as disclosed in the notes to such financial statements. No financial statements of any Person other than the 2003 Company Audited Financial Statements. (c) The Interim Financial Statements were properly prepared in accordance with accounting bases, policies, practices and procedures consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with that adopted Acquired Companies are required by GAAP to be included in the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation consolidated financial statements of the state of affairs of Company. Any financial or other projections delivered to Buyer represent the financial condition Sellers’ and the Company’s best estimates and assumptions as to future performance of the Acquired Companies Companies, which the Sellers and the Company believe to be fair and reasonable as of the dates thereoftime made in the light of current and reasonably foreseeable business conditions.

Financial Statements. (a) Attached as Part 4.4 of the Parent Disclosure Schedule is a copy of each of the (i) audited consolidated balance sheets The Company has delivered or made available (for purposes of this section, filings that are publicly available prior to the Acquired Companies as at date hereof on the fiscal years’ ended December 31, 2003 and December 31, 2002, and the related audited consolidated statements of income, changes in shareholders’ equity, and cash flow for each of the fiscal years then ended, together with the report thereon of BDO E▇▇▇▇ ▇▇▇▇▇▇▇ system of the Commission under the name of the Company are deemed to have been made available) to the Investor: (collectively, i) a true and complete copy of the “Company Audited Financial Statements”), and (ii) an Company’s unaudited consolidated balance sheet as of the Acquired Companies as at September 30, 2004 2019 (the “Interim Balance SheetSheet Date”) and the related unaudited consolidated statements of incomeoperations, changes in shareholders’ equity, the Company stockholder’s deficit and cash flow flows for the nine (9) months period then ended and (collectively, the “Interim Financial Statements” and together with the Interim Balance Sheet and Company Audited Financial Statements, the “Company Financial Statements”). (bii) The Company Audited Financial Statements: (i) present a true and fair view complete copy of the state Company’s audited balance sheet as of affairs of the financial condition December 31, 2018 and December 31, 2017 and the results related audited statements of operations, changes in shareholders’ equitythe Company stockholder’s deficit and cash flows for each of the years ended December 31, 2018 and December 31, 2017, prepared in accordance with GAAP, together with the report of M▇▇▇▇▇, LLP, the Company’s independent registered public accounting firm (the “Firm”), which has served as the Company’s auditors since the audit of its 2016 financial statements (such statements, including the related notes and schedules thereto, are referred to herein as the “Financial Statements”). The Financial Statements have been prepared from, are in accordance with, and cash flow accurately reflect, the books and records of the Acquired Companies Company, comply in all material respects with applicable accounting requirements in the case of the Financial Statements; fairly present in all material respects the financial position and the results of operations and cash flows (and changes in financial position, if any) of the Company as at of the respective dates of times and for the periods referred to therein (subject, in such financial the case of unaudited statements; (ii) , to normally recurring year-end adjustments that are not material either individually or in the aggregate and the absence of footnotes). The Financial Statements have been prepared in accordance with UK GAAPGAAP applied on a consistent basis during the periods involved (except as set forth in the notes thereto). The Financial Statements are in form appropriate for filing with the Commission. (ii) The Firm, subject which has certified the Company’s Financial Statements and related schedules, is an independent registered public accounting firm with respect to the notes set out in such financial statements; Company as required by the Securities Act and the rules and regulations promulgated thereunder and the Public Company Accounting Oversight Board (United States). (iii) have been prepared using There are no relationships or services, or any other factors that may affect the same bases, accounting policies, practices objectivity and methods adopted in preparing the audited consolidated financial statement independence of the Acquired Companies in respect of each of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed in the notes Firm under applicable auditing standards. The Firm has not performed any non-audit services for any Person related to the 2003 Company Audited Financial StatementsCompany. (c) The Interim Financial Statements were properly prepared in accordance with accounting bases, policies, practices and procedures consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with that adopted in the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation of the state of affairs of the financial condition of the Acquired Companies as of the dates thereof.

Financial Statements. (a) Attached Target has Previously Disclosed, and delivered to Purchaser prior to the execution of this Agreement, copies of all Target Financial Statements and will deliver to Purchaser copies of all financial statements, audited or unaudited, of Target prepared subsequent to the date hereof. The Target Financial Statements (as Part 4.4 of the Parent Disclosure Schedule is a copy of each of dates thereof and for the periods covered thereby) (i) audited consolidated balance sheets are or, if prepared after the date of this Agreement, will be in accordance with the books and records of the Acquired Companies Target Companies, which are or will be, as at the fiscal years’ ended December 31case may be, 2003 complete and December 31correct and which have been or will have been, 2002as the case may be, and the related audited consolidated statements of income, changes maintained in shareholders’ equity, and cash flow for each of the fiscal years then ended, together accordance with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ (collectively, the “Company Audited Financial Statements”)good business practices, and (ii) an unaudited present or will present, as the case may be, fairly the consolidated balance sheet financial position of the Acquired Target Companies as at September 30, 2004 (of the “Interim Balance Sheet”) dates indicated and the related unaudited consolidated statements of income, changes in shareholders’ equity, and cash flow for the nine (9) months then ended (collectively, the “Interim Financial Statements” and together with the Interim Balance Sheet and Company Audited Financial Statements, the “Company Financial Statements”). (b) The Company Audited Financial Statements: (i) present a true and fair view of the state of affairs of the financial condition and the results of operations, changes in shareholders’ equity, and cash flow flows of the Acquired Target Companies for the periods indicated, in accordance with GAAP (subject to any exceptions as at to consistency specified therein or as may be indicated in the respective dates notes thereto or, in the case of interim financial statements, to normal recurring year-end adjustments that are not Material). To the Knowledge of Target, (x) the Target Financial Statements do not contain any untrue statement of a Material fact or omit to state a Material fact necessary to make the Target Financial Statements not misleading with respect to the periods covered thereby; and (y) the Target Financial Statements fairly present, in all Material respects, the financial condition, results of operations and cash flows of Target as of and for the periods referred covered by them. (b) Target’s external auditor is and has been throughout the periods covered by the Target Financial Statements (i) “independent” with respect to in such financial statements; Target within the meaning of Regulation S-X under the 1933 Act and (ii) have been prepared in accordance compliance with UK GAAP, subject to the notes set out in such financial statements; and subsections (iiig) have been prepared using the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement through (l) of Section 10A of the Acquired Companies in respect of each 1934 Act and the related rules of the two financial years preceding SEC and the financial year ended on the December 31Public Company Accounting Oversight Board. Except as Previously Disclosed, Target’s auditors have not performed any non-audit services for Target since January 1, 2003, except as disclosed in the notes to the 2003 Company Audited Financial Statements. (c) The Interim Financial Statements were properly prepared in accordance with accounting bases, policies, practices and procedures consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with that adopted in the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation of the state of affairs of the financial condition of the Acquired Companies as of the dates thereof.

Financial Statements. (a) Attached as Part 4.4 of the Parent Disclosure Schedule 4.8 is a correct and complete copy of each of the of: (i) the audited consolidated balance sheets of the Acquired Companies Company as at the fiscal years’ ended of December 31, 2003 2017 and December 31, 20022016, and the related audited consolidated statements of income, changes in shareholders’ equity, income and retained earnings and cash flow flows for each of the fiscal years then ended, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ ended (collectively, the “Company Audited Year-End Financial Statements”), and (ii) an unaudited the consolidated balance sheet of the Acquired Companies Company as at September 30of August 31, 2004 2018 (the “Interim Most Recent Balance SheetSheet Date”) ), and the related unaudited consolidated statements statement of income, changes in shareholders’ equity, and cash flow income for each of the nine eight (9) months 8) one (1)-month periods then ended (collectively, the “Interim Most Recent Financial Statements” and and, together with the Interim Balance Sheet and Company Audited Year-End Financial Statements, the “Company Financial Statements”). (b) The Company Audited Financial Statements: (i) present a true and fair view of the state of affairs of the financial condition Statements fairly present, and the Post-Signing Interim Financial Statements will fairly present, in all material respects the consolidated financial condition, results of operations, and changes in shareholders’ equity, and cash flow of the Acquired Group Companies as at the respective dates of and for the periods referred to in such financial statements; , all in accordance with GAAP (except (i) as otherwise disclosed therein, (ii) have been prepared in accordance with UK GAAP, the Most Recent Financial Statements are (and the Post-Signing Interim Financial Statements will be) subject to the notes set out in such financial statements; normal year-end adjustments and (iii) have been prepared using for the same basesabsence of notes). The Financial Statements reflect, and the Post-Signing Interim Financial Statements will reflect, the consistent application of such accounting policies, practices and methods adopted in preparing principles throughout the audited consolidated financial statement of the Acquired Companies in respect of each of the two financial years preceding the financial year ended on the December 31, 2003periods involved, except as disclosed therein. The Financial Statements have been, and the Post-Signing Interim Financial Statements will have been, prepared from, and are in accordance with, the notes to the 2003 Company Audited Financial StatementsGroup Companies’ books and records in all material respects (except as may be disclosed therein). (c) The Interim Company has established and maintains, adheres to and enforces a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and preparation of the Financial Statements were properly prepared in accordance with accounting basesGAAP. Since January 1, policies2016, practices except as set forth on Schedule 4.8(c), none of the Company’s independent auditor or the Company’s Board of Managers has received any written, or to the Knowledge of the Company, oral notification of any (i) “significant deficiency” in the internal control over financial reporting of the Group Companies, (ii) “material weakness” in the internal control over financial reporting of the Group Companies or (iii) fraud, whether or not material, that involves management or other employees of the Group Companies who have a significant role in the internal control over financial reporting of the Group Companies. (d) The accounts receivable set forth on the balance sheet in the Most Recent Financial Statements, and procedures all accounts receivable of the Group Companies arising since the Most Recent Balance Sheet Date, represent bona fide claims in the ordinary course of business (subject to normal discounts, allowances, reserves for doubtful accounts and rebates in the ordinary course of business consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with that adopted in the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation of the state of affairs of the financial condition of the Acquired Companies as of the dates thereofpast practice).

Financial Statements. (a) Attached as Part 4.4 of the Parent Disclosure Schedule is a copy of each of the (i) the Company has delivered to the Buyer copies of the audited consolidated balance sheets of the Acquired Companies Company and the Company Subsidiaries as at the fiscal years’ ended of December 31, 2003 2010, December 31, 2009 and December 31, 2002, 2008 and the related audited consolidated statements of income, changes in shareholders’ equity, income and cash flow for each flows of the fiscal Company and the Company Subsidiaries for the years then ended, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ ended (collectively, the “Company Prior Year Audited Financial Statements”), and (ii) an the Company will deliver to the Buyer prior to the Closing a copy of the audited consolidated balance sheet of the Company and the Company Subsidiaries as of December 31, 2011 and the related audited consolidated statements of income and cash flows of the Company and the Company Subsidiaries for the year then ended (the “2011 Audited Financial Statements”, and together with the Prior Year Audited Financial Statements, the “Audited Financial Statements”) and (iii) the Company has delivered to the Buyer a copy of the unaudited consolidated balance sheet of the Acquired Companies Company and the Company Subsidiaries as at of September 30, 2004 (the “Interim Balance Sheet”) 2011 and the related unaudited consolidated statements of incomeincome and cash flows of the Company and the Company Subsidiaries for the period then ended, changes in shareholders’ equity(the “Unaudited Financial Statements”, and cash flow for the nine (9) months then ended (collectively, the “Interim Financial Statements” and together collectively with the Interim Balance Sheet and Company Audited Financial Statements, the “Company Financial Statements”). . Except (a) as disclosed in Schedule 5.7(a), (b) The Company with respect to the Audited Financial Statements: , as set forth in the footnotes thereto, and (ic) present a true and fair view of with respect to the state of affairs of the financial condition Unaudited Financial Statements, as to year-end adjustments and the results absence of operationsfootnotes, changes in shareholders’ equitythe Prior Year Audited Financial Statements (and, following the delivery thereof as contemplated above, the 2011 Audited Financial Statements) and cash flow of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements; (ii) Unaudited Financial Statements, have been prepared in accordance with UK GAAP, subject the books and records of the Company and the Company Subsidiaries and with the Accounting Principles applied on a consistent basis throughout the periods indicated and present fairly in all material respects the Company’s and the Company Subsidiaries’ financial position as of the specified dates and the Company’s and the Company Subsidiaries’ results of operations and cash flows for the specified periods. The Company has provided the Buyer with a true and correct copy of the independent auditors’ report relating to the notes set out in such financial statements; and (iii) have been prepared using the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement of the Acquired Companies in respect of each of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed in the notes to the 2003 Company Audited Financial Statements. (c) The Interim Financial Statements were properly prepared in accordance with accounting bases, policies, practices and procedures consistent with those used in preparing the Company Prior Year Audited Financial Statements and in will provide the Buyer with a manner consistent with that adopted in true and correct copy of the preparation of its management accounts for all periods ended during independent auditors’ report relating to the 9 months prior to September 30, 2004. Such Interim 2011 Audited Financial Statements are a fair presentation concurrent with the delivery of the state of affairs of the financial condition of the Acquired Companies such 2011 Audited Financial Statements as of the dates thereofcontemplated above.

Financial Statements. Except as otherwise set forth in the SPAR Disclosure Letter: (a) Attached as Part 4.4 The SPAR Parties have delivered to PIA Delaware copies of the Parent Disclosure Schedule is a copy of each of the (i) audited consolidated the combined balance sheets of the Acquired SPAR Marketing Companies as at the fiscal years’ ended December March 31, 2003 1998 (the "Audited SPAR Marketing Balance Sheet Date"), and December March 31, 20021997, and the related audited consolidated combined statements of income, cash flows and changes in shareholders’ equity, and cash flow stockholders' equity for each of the fiscal years then ended, together with the report of Ernst & Young, LLP thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ (collectively, the “Company "Audited SPAR Marketing Financial Statements”"); (ii) the unaudited (but reviewed) combined balance sheets of the SPAR Marketing Companies at December 31, 1998 (the "Interim SPAR Marketing Balance Sheet Date"), and (ii) an unaudited consolidated balance sheet the related combined statements of income and cash flows for the Acquired Companies as at September 30, 2004 nine month period then ended (the “"Interim SPAR Marketing Financial Statements" and together with the Audited SPAR Marketing Financial Statements, the "SPAR Marketing Financial Statements"); and (iii) the balance sheets of MCI at December 31, 1998 (the "Audited MCI Balance Sheet”) Sheet Date"), and December 31, 1997, and the related unaudited consolidated combined statements of income, cash flows and changes in shareholders’ equity, and cash flow stockholders' equity for the nine (9) months fiscal years then ended (collectivelyended, the “Interim Financial Statements” and together with the Interim Balance Sheet and Company report of Ernst & Young, LLP thereon (the "Audited MCI Financial Statements"), in each case adjusted to exclude the MCI assets not acquired by SMCI and the other pro forma adjustments contemplated by the MCI Purchase Agreement. The SPAR Marketing Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied throughout the periods involved and fairly present the combined financial position and the combined results of operations of the SPAR Marketing Companies as of the dates and for the periods indicated, subject in the case of the Interim SPAR Marketing Financial Statements to nonrecurring year end audit adjustments, which adjustments would not in the aggregate be materially adverse to the financial condition of the SPAR Marketing Companies. To the knowledge of the SPAR Parties, based upon such audit, the “Company Audited MCI Financial Statements”)Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved and fairly present the pro forma financial position and the results of operations of MCI as of the dates and for the periods indicated. (b) The Company Interim SPAR Marketing Financial Statements contain all adjustments of a normal recurring nature, based upon historical operations of the SPAR Marketing Companies and reporting determinations made with respect to the most recent Audited SPAR Marketing Financial Statements: (i) , necessary to present a true and fair view of the state of affairs of fairly the financial condition and the results of operations, changes in shareholders’ equity, and cash flow of the Acquired Companies as at the respective dates of and position for the periods referred to in such financial statements; (ii) have been prepared in accordance with UK GAAP, subject to the notes set out in such financial statements; and (iii) have been prepared using the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement of the Acquired Companies in respect of each of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed in the notes to the 2003 Company Audited Financial Statementsthen ended. (c) The Interim Financial Statements were properly prepared in accordance with accounting bases, policies, practices and procedures consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with that adopted in the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation of the state of affairs of the financial condition of the Acquired Companies as of the dates thereof.

Financial Statements. (a) Attached as Part 4.4 of the Parent Disclosure Schedule is a copy of each of the The Company has delivered or made available to Buyer copies of: (i) the consolidated audited consolidated balance sheets sheet of the Acquired Companies Eagle View as and at the fiscal years’ ended December 31, 2003 2010, 2011 and December 312012, 2002respectively, and the related audited consolidated statements of income, changes in shareholdersstockholders’ equity, equity and cash flow flows for each of the fiscal years then ended, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ Deloitte & Touche LLP with respect thereto; (ii) the consolidated audited balance sheet of Pictometry as and at July 31, 2010, 2011 and 2012, and as and at December 31, 2012, respectively, and the related statements of income, stockholders’ equity and cash flows for the year then ended, together with the report of PriceWaterhouseCoopers LLP (Deloitte & Touche LLP and PriceWaterhouseCoopers LLP, collectively, the “Company Accountants”); the financial statements set forth in foregoing clauses (i) and (ii) collectively referred to as the “Audited Financial Statements”), ; and (iiiii) an the unaudited consolidated balance sheet of the Acquired Companies Company and its Subsidiaries as and at September 30October 31, 2004 (the “Interim Balance Sheet”) 2013, and the related unaudited consolidated statements of income, changes in shareholders’ equity, income and cash flow flows for the nine ten (910) months then ended (collectively, the “Interim Financial StatementsStatement” and and, together with the Interim Balance Sheet and Company Audited Financial Statements, the “Company Historical Financial Statements”). (b) The Company Historical Financial Statements are true, correct and complete and have been prepared in conformity with GAAP consistently applied throughout the periods to which such financial statements relate, except as otherwise indicated therein or, in the case of the Audited Financial Statements: (i) present a true and fair view , in the report of the state Accountant with respect thereto. The Historical Financial Statements fully and fairly present, in conformity with such principles as so applied, the financial position and results of affairs operations of the financial condition Company and its Subsidiaries, and the results of operations, changes in shareholders’ equityits cash flows, on a consolidated basis, at the dates shown and cash flow for the periods therein specified, subject (in the case of the Acquired Companies Interim Financial Statement) to normal year-end adjustments (the effect of which will not be material in amount). The balance sheets constituting a part of the Historical Financial Statements fully and fairly present all liabilities of the Company and its Subsidiaries, on a consolidated basis, of the types normally reflected in balance sheets as and at the respective dates thereof. All adjustments necessary to present fully and fairly the financial position and results of operations of the Company and its Subsidiaries, and the changes in their cash flows, on a consolidated basis, for the such periods referred to in such financial statements; (ii) have been prepared included in accordance with UK GAAPthe Historical Financial Statements, subject (in the case of the Interim Financial Statement) to normal year-end adjustments. The Audited Financial Statements are in material compliance with the notes set out requirements of Financial Accounting Standard Board’s Interpretation 48 (Accounting for Uncertainty in such Income Taxes) (“FIN 48”). The Company has delivered or made available to Buyer any and all of the accounting work papers with respect to compliance with FIN 48. No financial statements; and (iii) have been prepared using the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement statements of any Person other than the Acquired Companies in respect of each of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed are (A) required by GAAP to be included in the notes to Historical Financial Statements or (B) included in the 2003 Company Audited Historical Financial Statements. (c) The Interim Financial Statements were properly prepared in accordance with accounting bases, policies, practices and procedures consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with that adopted in the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation of the state of affairs of the financial condition of the Acquired Companies as of the dates thereof.

Financial Statements. (a) Attached as Part 4.4 Schedule 4.6(a) of the Parent Disclosure Schedule is a copy of each of the Schedules sets forth (i) the audited consolidated balance sheets financial statements of the Acquired Companies as at Company Group for the fiscal years’ years ended December 31, 2003 2014, 2015 and December 31, 2002, and the related audited consolidated statements of income, changes in shareholders’ equity, and cash flow for each of the fiscal years then ended, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ (collectively, the “Company Audited Financial Statements”), and 2016; (ii) an unaudited consolidated balance sheet of the Acquired Companies Company Group as at September 30of March 31, 2004 (the “Interim Balance Sheet”) 2017 and the related unaudited consolidated statements of income, changes in shareholders’ equity, income and cash flow flows for the nine 3-month period then ended; and (9iii) months an unaudited consolidated balance sheet of the Company Group as of April 30, 2017 and the related unaudited statements of income and cash flows for the 4-month period then ended (the "Latest Balance Sheet" and collectively, the “Interim "Financial Statements” "). The Financial Statements (A) are derived from and together are in accordance with the Interim Balance Sheet books and Company Audited Financial Statements, the “Company Financial Statements”). (b) The Company Audited Financial Statements: (i) present a true and fair view records of the state of affairs of Company Group; (B) fairly present in all material respects the financial condition of the Company Group as of the dates therein indicated and the results of operations, changes in shareholders’ equity, operations and cash flow flows of the Acquired Companies as at the respective dates of and Company Group for the periods referred to in such financial statementstherein specified; and (iiC) have been prepared in accordance with UK GAAP, subject GAAP consistently applied throughout the periods covered thereby. (b) With regard to the notes set out in such financial statements; and (iii) have been prepared using the same basesFinancial Statements, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement none of the Acquired Companies in respect Company Group, the Company Group's independent accountants, the Company's Board of each Directors or the audit committee of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed Company's Board of Directors has received any oral or written notification of any (A) "significant deficiency" in the notes internal controls over financial reporting of the Company Group which could affect in a material manner any member of the Company Group's ability to record, process, summarize and report financial data, (B) "material weakness" in the 2003 internal controls over financial reporting of the Company Audited Financial StatementsGroup, or (C) fraud, whether or not material, that involves management or other employees of the Company Group who have a significant role in the internal controls over financial reporting of the Company Group. (c) The Interim accounts receivable of any member of the Company Group reflected on the Financial Statements were properly prepared Statements, and all accounts receivable arising subsequent to the Latest Balance Sheet, (i) arose from bona fide transactions in the ordinary course of business consistent with past practice and are payable on ordinary trade terms and (ii) are legal, valid and binding obligations of the respective debtors enforceable in accordance with accounting basestheir respective terms. (d) As of the date hereof, policiesthe information attached hereto as Exhibit J does not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, practices and procedures consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with that adopted in the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation light of the state of affairs of the financial condition of the Acquired Companies as of the dates thereofcircumstances under which such statements are made, not misleading.

Financial Statements. (a) Attached as Part 4.4 The Company has prepared a consolidated balance sheet of the Parent Disclosure Schedule is a copy of each Company and the Subsidiaries as of the (i) audited consolidated balance sheets end of the Acquired Companies as at fiscal year ending in 1997, (the fiscal years’ ended December 31, 2003 and December 31, 2002, "REVIEWED BALANCE SHEET") and the related audited consolidated statements statement of income, changes in shareholders’ equity, ' equity and cash flow for each flows of the Company and the Subsidiaries for such fiscal years then endedyear (the Balance Sheet and such consolidated statement of income, together with shareholders' equity and cash flows are hereinafter referred to collectively as the report thereon of BDO "REVIEWED STATEMENT"), in each case, reviewed by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (collectivelyin accordance with generally accepted auditing standards and accompanied by the related report of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. A true and complete copy of each of the Reviewed Statement has been delivered to ▇▇▇▇▇▇ and is attached as an exhibit to, and constitute an integral part of, the “Company Audited Financial Statements”), and (ii) an Disclosure Schedule. The Company has also prepared unaudited consolidated balance sheet sheets of the Acquired Companies Company and the Subsidiaries as at September 30of the last day of each month ending after January 1, 2004 1998 (including the “Interim Balance Sheet”unaudited consolidated balance sheets to be furnished to ▇▇▇▇▇▇ pursuant to Section 6.07, the "UNAUDITED BALANCE SHEETS") and the related unaudited consolidated statements of income, changes in shareholders’ equity, income and cash flow flows of the Company and the Subsidiaries for the nine (9) months one-month periods then ended (collectivelythe Unaudited Balance Sheets and such statements of income and cash flows, including the “Interim Financial Statements” unaudited consolidated statements of income and cash flows to be furnished to ▇▇▇▇▇▇ pursuant to Section 6.07, are hereinafter referred to collectively as the "UNAUDITED STATEMENTS" and, together with the Interim Balance Sheet and Company Audited Financial Reviewed Statements, as the “Company Financial Statements”"FINANCIAL STATEMENTS"). (b) The Company Audited Financial Statements: , including, without limitation, the notes thereto, (i) present a true are complete and fair view of the state of affairs of the financial condition and the results of operationscorrect in all material respects, changes in shareholders’ equity, and cash flow of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements; (ii) have been prepared in accordance with UK GAAPthe books and records of the Company and the Subsidiaries, subject to the notes set out in such financial statements; and (iii) have been prepared using present fairly the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement position of the Acquired Companies Company and the Subsidiaries and their consolidated results of operations and cash flows as of and for the respective dates and time periods in respect of each of the two financial years preceding the financial year ended accordance with GAAP applied on the December 31, 2003a basis consistent with prior accounting periods, except as disclosed noted thereon and subject to, in the notes case of the Unaudited Statements, normal and recurring year-end adjustments which were not or are not expected to be material in amount. All changes in accounting methods (for financial accounting purposes) made, agreed to, requested or required with respect to the 2003 Company Audited or any of the Subsidiaries since August 31, 1998 are reflected in the Financial Statements. (c) The Interim Financial Statements were properly prepared in accordance with accounting bases, policies, practices and procedures consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with that adopted in the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation of the state of affairs of the financial condition of the Acquired Companies as of the dates thereof.

Financial Statements. (a) Attached as Part 4.4 The Company has prepared a consolidated balance sheet of the Parent Disclosure Schedule is a copy of each Company and the Subsidiaries as of the (i) audited consolidated balance sheets end of the Acquired Companies as at fiscal year ending in 1997, (the fiscal years’ ended December 31, 2003 and December 31, 2002, "Reviewed Balance Sheet") and the related audited consolidated statements statement of income, changes in ---------------------- shareholders’ equity, ' equity and cash flow for each flows of the Company and the Subsidiaries for such fiscal years then endedyear (the Balance Sheet and such consolidated statement of income, together with shareholders' equity and cash flows are hereinafter referred to collectively as the report thereon of BDO "Reviewed Statement"), in each case, reviewed by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (collectivelyin ------------------ accordance with generally accepted auditing standards and accompanied by the related report of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. A true and complete copy of each of the Reviewed Statement has been delivered to Pubco and is attached as an exhibit to, and constitute an integral part of, the “Company Audited Financial Statements”), and (ii) an Disclosure Schedule. The Company has also prepared unaudited consolidated balance sheet sheets of the Acquired Companies Company and the Subsidiaries as at September 30of the last day of each month ending after January 1, 2004 1998 (including the “Interim unaudited consolidated balance sheets to be furnished to Pubco pursuant to Section 6.07, the "Unaudited Balance Sheet”Sheets") and the related ------------------------ unaudited consolidated statements of income, changes in shareholders’ equity, income and cash flow flows of the Company and the Subsidiaries for the nine (9) months one-month periods then ended (collectivelythe Unaudited Balance Sheets and such statements of income and cash flows, including the “Interim Financial unaudited consolidated statements of income and cash flows to be furnished to Pubco pursuant to Section 6.07, are hereinafter referred to collectively as the "Unaudited Statements” and " and, together with the Interim Balance Sheet and Company Audited Reviewed Statements, as the --------------------- "Financial Statements, the “Company Financial Statements”").. --------------------- (b) The Company Audited Financial Statements: , including, without limitation, the notes thereto, (i) present a true are complete and fair view of the state of affairs of the financial condition and the results of operationscorrect in all material respects, changes in shareholders’ equity, and cash flow of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements; (ii) have been prepared in accordance with UK GAAPthe books and records of the Company and the Subsidiaries, subject to the notes set out in such financial statements; and (iii) have been prepared using present fairly the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement position of the Acquired Companies Company and the Subsidiaries and their consolidated results of operations and cash flows as of and for the respective dates and time periods in respect of each of the two financial years preceding the financial year ended accordance with GAAP applied on the December 31, 2003a basis consistent with prior accounting periods, except as disclosed noted thereon and subject to, in the notes case of the Unaudited Statements, normal and recurring year-end adjustments which were not or are not expected to be material in amount. All changes in accounting methods (for financial accounting purposes) made, agreed to, requested or required with respect to the 2003 Company Audited or any of the Subsidiaries since August 31, 1998 are reflected in the Financial Statements. (c) The Interim Financial Statements were properly prepared in accordance with accounting bases, policies, practices and procedures consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with that adopted in the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation of the state of affairs of the financial condition of the Acquired Companies as of the dates thereof.

Financial Statements. (a) Attached as Part 4.4 The Company has delivered to U.S. Concrete true, complete and correct copies of the Parent Disclosure Schedule is a copy of each of the following financial statements: (i) audited consolidated the reviewed balance sheets of the Acquired Companies Company as at of December 31, 1996, 1997 and 1998, and the fiscal years’ related reviewed statements of operations, stockholders' equity and cash flows for the three-year period ended December 31, 2003 and December 31, 2002, and the related audited consolidated statements of income, changes in shareholders’ equity, and cash flow for each of the fiscal years then ended1998, together with the related notes, schedules and report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ the Company's independent accountants (collectivelysuch balance sheets, the “Company Audited 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 ; and (ii) an the unaudited consolidated balance sheet of the Acquired Companies as at September 30, 2004 (the “"Interim Balance Sheet”") of the Company as of December 31, 1999 (the "Balance Sheet Date") and the related unaudited consolidated statements of incomeoperations, changes in shareholders’ equityfor the year ended on the Balance Sheet Date (such balance sheets, the related statements of operations, and cash flow for any related notes and schedules are referred to herein as the nine (9) months then ended "Interim Financial Statements"). The Year-End Financial Statements and the Interim Financial Statements (collectively, the “Interim "Financial Statements” and together with the Interim Balance Sheet and Company Audited Financial Statements, the “Company Financial Statements”).") are attached as Schedule 5.05 to this Agreement; (b) The Company Audited Except as set forth in Schedule 5.05, the Financial Statements: (i) present a true Statements have been prepared from the books and fair view records of the state Company in conformity with GAAP and present fairly the financial position and results of affairs operations of the financial condition and the results of operations, changes Company in shareholders’ equity, and cash flow all material respects as of the Acquired Companies as at the respective dates of such statements and for the periods referred to in such financial statementscovered thereby; (ii) have been prepared in accordance with UK GAAPprovided, subject to however, that the notes set out in such financial statements; and (iii) have been prepared using the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement of the Acquired Companies in respect of each of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed in the notes to the 2003 Company Audited Financial Statements. (c) The Interim Financial Statements were properly prepared in accordance with accounting bases, policies, practices and procedures consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with that adopted in the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair subject to normal year-end adjustments and lack footnotes and other presentation items. The books of account of the state Company have been kept accurately in all material respects in the ordinary course of affairs business, the transactions entered therein represent bona fide transactions, and the revenues, expenses, assets and liabilities of the financial condition Company have been properly recorded therein in all material respects. Within the past five fiscal years of the Acquired Companies 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 "material weakness" in or "reportable condition" with respect to (as of those terms are defined under GAAP) the dates thereofCompany's financial condition.

Financial Statements. (a) Attached as Part 4.4 Section 4.8(a) of the Parent Trilantic Disclosure Schedule is a copy correctly and completely sets out the unaudited consolidated balance sheet and related consolidated statements of each income and retained earnings and cash flows of the (i) audited consolidated balance sheets of Trilantic GP Entities for the Acquired Companies as at the fiscal years’ year ended on December 31, 2003 and December 31, 2002, and the related audited consolidated statements of income, changes in shareholders’ equity, and cash flow for each of the fiscal years then ended2008, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ notes to such financial statements (collectively, the “Company Audited Unaudited Financial Statements”), and (ii) an unaudited consolidated balance sheet of the Acquired Companies as at September 30, 2004 (the “Interim Balance Sheet”) and the related unaudited consolidated statements of income, changes in shareholders’ equity, and cash flow for the nine (9) months then ended (collectively, the “Interim . The Unaudited Financial Statements” and together with the Interim Balance Sheet and Company Audited Financial Statements, the “Company Financial Statements”). (b) The Company Audited Financial Statements: (i) present a true and fair view of the state of affairs of the financial condition and the results of operations, changes in shareholders’ equity, and cash flow of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements; (ii) Statements have been prepared in accordance with UK GAAPGAAP consistently applied during the periods involved and present fairly the consolidated financial condition and results of operations of the Trilantic GP Entities and their respective Subsidiaries as of such dates and for such periods. (b) Except (i) as fully and fairly disclosed in the Trilantic Disclosure Schedule, subject to (ii) for liabilities incurred in the notes set out ordinary course of business in such financial statements; and connection with the business of the Trilantic GP Entities since December 31, 2008, or (iii) for undisclosed liabilities which would not, individually or in the aggregate, reasonably be expected to have been a Material Adverse Effect, there is no liability or obligation of any kind, whether accrued, absolute, fixed or contingent that is required to be disclosed on a consolidated balance sheet prepared using the same basesin accordance with GAAP, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement of any of the Acquired Companies in respect of each Trilantic Funds and/or any of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed Trilantic GP Entities at Closing that is not reflected or adequately reserved against in the Unaudited Financial Statements or the notes to the 2003 Company Audited Financial Statementsthereto. (c) The Interim When delivered in accordance with Section 6.8, the 2009 Financial Statements were properly will be complete and correct in all respects and will have been prepared in accordance with accounting bases, policies, practices and procedures consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with that adopted in the preparation of its management accounts for all periods ended GAAP consistently applied during the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation periods involved and fairly present in all material respects the consolidated financial position of the state of affairs of the financial condition of the Acquired Companies Trilantic GP Entities as of the dates thereofthereof and the consolidated results of operations and cash flows, as applicable, for the period then ended and the 2009 Financial Statements will not reflect any material adverse change in the financial position of the Trilantic GP Entities from the Unaudited Financial Statements.

Financial Statements. Attached hereto as Schedule 3.4 are true and complete copies of the following financial statements (such financial statements, collectively, the “Financial Statements”): (a) Attached as Part 4.4 of the Parent Disclosure Schedule is a copy of each of the (i) audited consolidated balance sheets sheet of the Acquired Companies Seller as at the fiscal years’ ended of December 31, 2003 2012 and December 31, 2002, 2013 and the related audited consolidated statements of income, changes in shareholders’ equity, income and cash flow flows for each of the fiscal years respective periods then ended, together with ; and (b) the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ (collectively, the “Company Audited Financial Statements”), and (ii) an unaudited consolidated balance sheet of Seller as of the Acquired Companies as at September 30, 2004 Latest Balance Sheet Date (the “Interim Latest Balance Sheet”) and the related unaudited consolidated statements of income, changes in shareholders’ equity, income and cash flow flows for the nine (9) months 3-month period then ended (collectively, the “Interim Financial Statements” and together with the Interim Balance Sheet and Company Audited Financial Statements, the “Company Unaudited Financial Statements”). (bc) The Company Audited Except as set forth on Schedule 3.4, the Financial Statements: Statements (i) present a true and fair view of the state of affairs of the financial condition and the results of operations, changes in shareholders’ equity, and cash flow of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements; (iix) have been prepared in accordance with UK GAAP, subject to GAAP applied on a consistent basis throughout the notes set out in such financial statements; and (iii) have been prepared using the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement of the Acquired Companies in respect of each of the two financial years preceding the financial year ended on the December 31, 2003periods covered thereby, except as disclosed may be indicated in the notes to thereto and except, in the 2003 Company Audited case of Unaudited Financial Statements. , for the absence of footnotes and subject to year-end adjustments, and (cy) The Interim Financial Statements were properly prepared fairly present, in accordance with accounting basesall material respects, policies, practices and procedures consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with that adopted in the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation consolidated financial position of the state of affairs of the financial condition of the Acquired Group Companies as of the dates thereofthereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of the Unaudited Financial Statements, to the absence of customary footnotes and to normal year-end adjustments). (d) The minutes and stock records of the Group Companies from the past two years have been Made Available to Buyer, are true and correct in all material respects and have been maintained in accordance with customary business practices. Such minutes contain accurate and complete records of all meetings, and actions taken by written consent of, the equityholders, the board of directors and any committees of the board of directors (or analogous governing body) of the Group Companies for the periods covered thereby. At the Closing, all of those books and records will be in the possession of the Group Companies.

Financial Statements. (a) Attached as Part Schedule 4.4 sets forth (a) the combined balance sheet and statement of the Parent Disclosure Schedule is a copy of each of the (i) audited consolidated balance sheets of the Acquired Companies as at the fiscal years’ ended December 31, 2003 and December 31, 2002, and the related audited consolidated statements of income, changes in shareholders’ equity, operations and cash flow flows of Skyware as of and for each of the fiscal years then endedended September 30, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ 2006 and 2005, respectively (collectively, referred to collectively as the “Company Audited Financial Year End Skyware Statements”), and (iib) an the unaudited consolidated balance sheet of the Acquired Companies Skyware as at September 30of August 31, 2004 2007 (the “Interim Balance SheetSheet Date”) and the related unaudited consolidated statements statement of income, changes in shareholders’ equity, operations and cash flow for the nine eleven (911) months then month period ended on the Balance Sheet Date (collectivelythe “Skyware Reference Financial Statements,” and (c) except as with respect to Skyware, the combined fixed asset register, Inventory register, and deferred revenue statement of the Business as of the Balance Sheet Date and other Business financial information (the “Interim Financial StatementsBusiness Reference Financials,” and together with the Interim Balance Sheet Year End Skyware Statements and Company Audited the Skyware Reference Financial Statements, the “Company Financial Statements”). The Financial Statements were prepared from the books and records of the Sellers, Skyware and in accordance with the Calculation Principles consistent with historical practices of the Business. The Financial Statements present fairly in all material respects the matters set forth in such Financial Statements as of the respective dates and for the respective periods indicated, except as otherwise set forth in such Financial Statements. (b) The Company Audited Financial Statements: Skyware does not have, and the Business does not have any material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due, whether known or unknown, regardless of when asserted) except (i) present a true and fair view of liabilities reflected in the state of affairs of the financial condition and the results of operations, changes in shareholders’ equity, and cash flow of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements; Skyware Reference Financial Statements (ii) have been prepared in accordance with UK GAAPliabilities reflected on the Business Reference Financials, subject to the notes set out in such financial statements; and (iii) have been prepared using liabilities arising after the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement of the Acquired Companies in respect of each of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed Balance Sheet Date in the notes ordinary course of business, (iv) liabilities arising under Purchased Contracts (none of which relates to breach of contract), (v) liabilities relating to the 2003 Company Audited Financial Statements. Retained Obligations, (cvi) The Interim Financial Statements were properly prepared in accordance liabilities with accounting basesrespect to environmental matters (these liabilities are addressed by Section 4.17 and the corresponding Schedules), policies(vii) liabilities with respect to pending, practices threatened or potential Proceedings (these liabilities are addressed by Section 4.10 and procedures consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with that adopted corresponding Schedules) or (viii) as specifically set forth in the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation of the state of affairs of the financial condition of the Acquired Companies as of the dates thereofSchedules hereto.

Financial Statements. (a) Attached as Part 4.4 of the Parent Disclosure Schedule is a copy of each of the (i) audited consolidated balance sheets True and complete copies of the Acquired Companies Company’s audited consolidated financial statements consisting of the consolidated balance sheet of the Acquired Company and its Subsidiaries as at the fiscal years’ ended December 31, 2003 and December 31, 2002, 2007 and the related audited consolidated statements of incomeincome and retained earnings, changes in shareholdersstockholders’ equity, equity and cash flow flow, for each of the fiscal years year then ended, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ ended (collectively, the “Company Acquired Audited Financial Statements”), and unaudited (iibut reviewed by the Acquired Company’s independent auditor) an unaudited consolidated financial statements consisting of the balance sheet of the Acquired Companies Company and its Subsidiaries as at September 30December 31 in each of the years 2008 and 2009, 2004 (the “Interim Balance Sheet”) and the related unaudited consolidated statements of incomeincome and retained earnings, changes in shareholdersstockholders’ equity, equity and cash flow for the nine (9) months years then ended (collectively, the “Acquired Interim Financial Statements” and together with the Interim Balance Sheet and Company Acquired Audited Financial Statements, the “Company Acquired Financial Statements”). (b) , are included in the Seller Disclosure Schedule. The Company Audited Acquired Financial Statements: (i) present a true Statements are true, complete and fair view of the state of affairs of the financial condition correct and the results of operations, changes in shareholders’ equity, and cash flow of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements; (ii) have been prepared in accordance with UK Luxembourg generally accepted accounting principles (“Lux GAAP”) applied on a consistent basis throughout the periods involved, subject to subject, in the notes set out in such financial statements; and (iii) have been prepared using the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement case of the Acquired Companies in respect Interim Financial Statements, to normal and recurring year-end adjustments (the effect of each which will not be materially adverse) and the absence of the two financial years preceding the financial year ended on the December 31notes (that, 2003if presented, except as disclosed would not differ materially from those presented in the notes to the 2003 Company Acquired Audited Financial Statements. (c) ). The Interim Financial Statements were properly prepared in accordance with accounting bases, policies, practices and procedures consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with that adopted in the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Acquired Financial Statements are a fair presentation based on the books and records of the state of affairs of Acquired Company and its Subsidiaries, and fairly present the financial condition of the Acquired Companies Company and its Subsidiaries as of the respective dates thereofthey were prepared and the results of the operations of the Acquired Company and its Subsidiaries for the periods indicated. The consolidated balance sheet of the Acquired Company and its Subsidiaries as of December 31, 2009, is referred to herein as the “Acquired Balance Sheet” and the date thereof as the “Acquired Balance Sheet Date.” Each of the Acquired Company and its Subsidiaries maintains a standard system of accounting established and administered in accordance with Lux GAAP.

Financial Statements. (a) Attached as Part 4.4 The Company has furnished to the Lender financial statements of the Parent Disclosure Schedule is a copy of each of the Company including (i) audited consolidated balance sheets sheets, audited consolidated statements of the Acquired Companies income, audited consolidated statements of changes in stockholders’ equity and audited consolidated statements of cash flows as at and for the fiscal years’ Fiscal Year ended December 31, 2003 and December 31, 2002, and the related audited consolidated statements of income, changes in shareholders’ equity, and cash flow for each of the fiscal years then ended, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ (collectively, the “Company Audited Financial Statements”), and (ii) unaudited interim financial statements for the period ending June 30, 2003, including, without limitation, an unaudited consolidated interim balance sheet of the Acquired Companies Company as at September of June 30, 2004 2003 (the “Interim Balance Sheet”) ). Such financial statements are complete and correct in all material respects and fairly present the consolidated financial condition of the Company as at such dates and the related unaudited consolidated statements results of income, changes in shareholders’ equity, operations of the Company as at such dates and cash flow for the nine period ended on such dates. Since the date of such statements, no materially adverse change has occurred in the business, operations, affairs or condition (9financial or otherwise) months then ended (collectivelyof the Borrowers, the “Interim Financial Statements” and together with the Interim Balance Sheet and Company Audited Financial Statements, the “Company Financial Statements”)taken as a whole. (b) The Company Audited Financial Statements: has furnished, or caused to be furnished, to the Lender financial statements of Octagon including (i) unaudited balance sheets, unaudited statements of income, unaudited statements of changes in stockholders’ equity and unaudited statements of cash flows as at and for the fiscal years ended December 31, 2001 and 2002, and (ii) unaudited interim financial statements for the period ending June 30, 2003, including, without limitation, an unaudited interim balance sheet of Octagon as of June 30, 2003 (the “Octagon Balance Sheet”). Such financial statements are complete and correct in all material respects and fairly present a true and fair view of the state of affairs of the financial condition of Octagon as at such dates and the results of operations, changes in shareholders’ equity, and cash flow operations of the Acquired Companies as Octagon at the respective such dates of and for the periods referred to in such financial statements; (ii) have been prepared in accordance with UK GAAP, subject to the notes set out in such financial statements; and (iii) have been prepared using the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement of the Acquired Companies in respect of each of the two financial years preceding the financial year period ended on such dates. Since the December 31date of such statements, 2003, except as disclosed no materially adverse change has occurred in the notes to the 2003 Company Audited Financial Statementsbusiness, operations, affairs or condition (financial or otherwise) of Octagon. (c) The Interim Financial Statements were properly prepared in accordance with accounting bases, policies, practices and procedures consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with that adopted in the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation of the state of affairs of the financial condition of the Acquired Companies as of the dates thereof.

Financial Statements. (a) Attached as Part 4.4 of As used herein, the Parent Disclosure Schedule is a copy of each of term “Company Financials” means the (i) audited unaudited consolidated financial statement of the Target Company (including, in each case, any related notes thereto), consisting of the consolidated balance sheets of the Acquired Companies Target Company as at the fiscal years’ ended of December 31, 2003 2022 and December 31, 20022021, and the related audited consolidated statements of incomeunaudited income statements, changes in shareholders’ equity, stockholder equity and statements of cash flow flows for each of the fiscal years then ended, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ ended (collectively, the “Annual Company Audited Financial StatementsFinancials”), and (ii) an the Target Company prepared unaudited financial statements, consisting of the consolidated balance sheet of the Acquired Companies Target Company as at September 30of March 31, 2004 2023 and March 31, 2022 (the “Interim Balance SheetUnaudited Company Financials”) and the related unaudited consolidated statements of incomeincome statement, changes in shareholders’ equity, stockholder equity and statement of cash flow for flow. True and correct copies of the nine (9) months then ended (collectivelyUnaudited Company Financials have been provided to the Purchaser. On the date of this Agreement, the “Interim Financial Statements” Annual Company Financials and together with the Interim Balance Sheet and Unaudited Company Audited Financial Statements, the “Company Financial Statements”). (b) The Company Audited Financial Statements: Financials (i) present a true accurately reflect the books and fair view records of the state of affairs Target Companies as of the financial condition and the results of operations, changes in shareholders’ equity, and cash flow of the Acquired Companies as at the respective dates of times and for the periods referred to in such financial statements; therein, and (ii) have been fairly present in all material respects the consolidated financial position of the Target Company as of the respective dates thereof and the consolidated results of the operations and cash flows of the Target Company for the periods indicated. Immediately prior to Closing, the Company Financials shall (i) accurately reflect the books and records of the Target Companies as of the times and for the periods referred to therein, (ii) were prepared in accordance with UK 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 amount), (iii) comply in all material respects with all applicable accounting requirements under the Securities Act and the rules and regulations of the SEC thereunder, and (iv) fairly present in all material respects the consolidated financial position of the Target Company as of the respective dates thereof and the consolidated results of the operations and cash flows of the Target Company for the periods indicated. The Target Company has never been subject to the notes set out in such financial statements; reporting requirements of Sections 13(a) and (iii15(d) have been prepared using the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement of the Acquired Companies in respect of each of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed in the notes to the 2003 Company Audited Financial StatementsExchange Act. (c) The Interim Financial Statements were properly prepared in accordance with accounting bases, policies, practices and procedures consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with that adopted in the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation of the state of affairs of the financial condition of the Acquired Companies as of the dates thereof.

Financial Statements. (a) Attached as Part 4.4 Section 3.6(a) of the Parent Everest Disclosure Schedule is a copy sets forth true, complete and accurate copies of each of the (i) the audited consolidated balance sheets sheet of the Acquired Companies Everest and its Subsidiaries as at the fiscal years’ ended of December 31, 2003 2018 and December 31, 2002, 2017 and the related audited consolidated statements of income, changes in cash flows and shareholders’ equity, and cash flow equity for each of the fiscal years year then ended, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ ended (collectively, the “Company Audited Everest Annual Financial Statements”), ) and (ii) an the unaudited consolidated balance sheet of the Acquired Companies Everest and its Subsidiaries as at of September 30, 2004 (the “Interim Balance Sheet”) 2019 and the related unaudited consolidated statements of income, changes in cash flows and shareholders’ equity, and cash flow equity for the nine (9) months period then ended (collectively, the “Interim Financial Statements” and together with the Interim Balance Sheet and Company Audited Everest Annual Financial Statements, the “Company Everest Financial Statements”). (b) . The Company Audited Everest Financial Statements: (i) present a true and fair view of the state of affairs of the financial condition and the results of operations, changes in shareholders’ equity, and cash flow of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements; (ii) Statements have been prepared in accordance with UK GAAPIFRS IASB applied on a consistent basis throughout the periods covered thereby and fairly present in all material respects the consolidated financial position, subject results of operations, cash flows and shareholders’ equity of Everest and its Subsidiaries as at the respective dates thereof and for the respective periods referred to therein, subject, in the case of the Everest Interim Financial Statements, to the notes set out absence of footnotes and to normal year-end audit adjustments (the effect of which will not, individually or in such financial statements; the aggregate, be material). The books and (iii) records of Everest and its Subsidiaries from which the Everest Financial Statements have been prepared using the same bases, accounting policies, practices are true and methods adopted complete in preparing the audited consolidated financial statement all material respects and have been maintained in all material respects in accordance with IFRS IASB. (b) Section 3.6(b) of the Acquired Companies in respect Everest Disclosure Schedule sets forth true, complete and accurate copies of each (i) the unaudited balance sheet of the two financial years preceding the financial year ended on the Everest, Olympus and their respective Subsidiaries as of December 31, 20032018 and the related unaudited statement of income for the fiscal year then ended (the “Summit Annual Financial Statements”) and (ii) the unaudited consolidated balance sheet of Everest, except Olympus and their respective Subsidiaries as disclosed of September 30, 2019 and the related unaudited statement of income for the period then ended (the “Summit Interim Financial Statements” and, together with the Summit Annual Financial Statements, the “Summit Financial Statements”). The Summit Financial Statements have been prepared in accordance with the principles set forth in Section 3.6(b) of the Everest Disclosure Schedule applied on a consistent basis throughout the periods covered thereby and fairly present in all material respects the financial position and results of operations of Everest, Olympus and their respective Subsidiaries, taken together, as at the respective dates thereof and for the respective periods referred to therein. Notwithstanding the foregoing, no warranty is made by Everest with respect to information supplied by Olympus or any of its Subsidiaries for inclusion in the notes to the 2003 Company Audited Summit Financial Statements. (c) The Interim Financial Statements were properly prepared in accordance with accounting basesNeither Everest nor any of its Subsidiaries is a party to, policiesnor does Everest or any of its Subsidiaries have any commitment to become a party to, practices and procedures consistent with those used in preparing any joint venture, off-balance sheet partnership or any similar Contract or any off-balance sheet arrangements where the Company Audited Financial Statements and in a manner consistent with that adopted purpose or intended effect of such Contract is to avoid disclosure of any transaction involving, or liabilities of, Everest or any of its Subsidiaries in the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Everest Financial Statements are a fair presentation of the state of affairs of the financial condition of the Acquired Companies as of the dates thereofStatements.

Financial Statements. (a) Attached as Part 4.4 The Company has made available to SPAC true and complete copies of the Parent Disclosure Schedule is a copy of each of the (i) audited consolidated balance sheets sheet of the Acquired Companies Company and the Company Subsidiaries as at the fiscal years’ ended of December 31, 2003 2018 and December 31, 20022019, and the related audited consolidated statements of income, changes in shareholders’ equity, income and cash flow flows of the Company and the Company Subsidiaries for each of the fiscal years then endedended December 31, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ 2018 and December 31, 2019 (collectively, the “Company Audited Financial Statements”), which are attached as Section 4.07(a) of the Company Disclosure Schedule, and which contain an unqualified report of the Company’s auditors. Each of the Audited Financial Statements (including the notes thereto) (i) was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) an fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as at the date thereof and for the period indicated therein, except as otherwise noted therein. (b) The Company has made available to SPAC true and complete copies of the consolidated unaudited consolidated balance sheet of the Acquired Companies Company and the Company Subsidiaries as at September 30of March 31, 2004 (the “Interim Balance Sheet”) 2020, and the related unaudited consolidated statements of incomeincome and cash flows of the Company and the Company Subsidiaries for the three (3)-month period then ended, changes which are attached as Section 4.07(b) of the Company Disclosure Schedule. Such unaudited financial statements were prepared in shareholders’ equityaccordance with GAAP applied on a consistent basis throughout the periods indicated (except for the omission of footnotes and subject to year-end adjustments) and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries 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 and the absence of notes. As promptly as practicable after the date hereof, the Company shall make available to SPAC true and complete copies of the consolidated unaudited balance sheet of the Company and the Company Subsidiaries as of June 30, 2020, and the related unaudited consolidated statements of income and cash flow flows of the Company and the Company Subsidiaries for the nine six (96)-month period then ended. Such unaudited financial statements shall be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except for the omission of footnotes and subject to year-end adjustments) months then ended (collectivelyand fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries 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 and the absence of notes. The March 31, 2020 balance sheet as of the date of this Agreement and the June 30, 2020 balance sheet as of the Closing Date, as context may require, are each referred to herein as the “Interim Financial Statements” 2020 Balance Sheet”. (c) Except as and together with to the Interim Balance Sheet and Company extent set forth on the Audited Financial Statements, the “2020 Balance Sheet or Section 4.07(c) of the Company Financial Statements”). Disclosure Schedule, neither the Company nor any Company Subsidiary has any liability or obligation of a nature (bwhether accrued, absolute, contingent or otherwise) The Company Audited Financial Statementsrequired to be reflected on a balance sheet prepared in accordance with GAAP, except for: (i) present a true and fair view liabilities that were incurred in the ordinary course of business or in connection with the Transactions since the date of the state of affairs of 2020 Balance Sheet, which are not, individually or in the financial condition aggregate, material to the Company and the results of operationsCompany Subsidiaries taken as a whole, changes in shareholders’ equity, and cash flow of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements; (ii) have been prepared in accordance with UK GAAP, subject obligations for future performance under any contract to which the notes set out in such financial statements; and Company or any Company Subsidiary is a party or (iii) have been prepared using the same basesany other liabilities and obligations which are not, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement of the Acquired Companies in respect of each of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed individually or in the notes aggregate, material to the 2003 Company Audited Financial Statementsand the Company Subsidiaries taken as a whole. (cd) The Interim Financial Statements were properly prepared representations and warranties set forth in accordance with accounting bases, policies, practices and procedures consistent with those used in preparing Section 4.07(d) of the Company Audited Financial Statements Disclosure Schedule are true and in a manner consistent with that adopted in the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation of the state of affairs of the financial condition of the Acquired Companies correct as of the dates thereofqualified therein.

Financial Statements. (a) Attached as Part 4.4 Schedule 4.5 sets forth true and complete copies of (i) the Parent Disclosure Schedule is a copy audited balance sheets of each of the (i) audited consolidated balance sheets of the Acquired Companies as at of, and for the fiscal years’ ended years ended, December 31, 2003 2012 and December 312011, 2002, and together with the related audited consolidated statements of income, changes in shareholdersowners’ equity, and cash flow flow, in each case including notes thereto, for each the periods then ended (the “Audited Company Financial Statements”), (ii) the audited balance sheet of Field Services as of, and for the fiscal years then year ended, December 31, 2012, together with the report thereon related audited statements of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ income, changes in owners’ equity, and cash flow, in each case including notes thereto, for the period then ended (collectivelythe “Audited Field Services Financial Statements” and together with the Audited Company Financial Statements, the “Company Audited Financial Statements”), and (iiiii) an the unaudited consolidated balance sheet sheets of each of the Acquired Companies as at of, and for the nine (9) months ended September 30, 2004 (the “Interim Balance Sheet”) and 2013, together with the related unaudited consolidated statements of income, changes in shareholdersowners’ equity, and cash flow for the period then ended (the “Unaudited Company Financial Statements”), and (iv) the unaudited balance sheet of Field Services as of, and for the nine (9) months ended September 30, 2013, together with the related unaudited statements of income, changes in owners’ equity, and cash flow for the period then ended (collectively, the “Interim Unaudited Field Services Financial Statements” and together with the Interim Balance Sheet and Unaudited Company Audited Financial Statements, the “Company Unaudited Financial Statements.”). (b) The Company Audited Financial Statements: (i) present a true and fair view of the state of affairs of the financial condition and the results of operations, changes in shareholders’ equity, and cash flow of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements; (ii) Statements have been prepared in accordance with UK GAAP (except as otherwise stated in the footnotes or the audit opinions related thereto) and present fairly in accordance with GAAP, subject to in all material respects, the notes set out in financial position and the results of operations of ▇▇▇▇▇▇, Lavaca and Field Services as of, and for the periods ended on, such financial statements; and (iii) applicable dates, except for normal year-end adjustments. The Unaudited Financial Statements have been prepared in accordance with GAAP (except that such unaudited financial statements do not contain all footnotes required under GAAP) and on a basis and using principles consistent with the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement preparation of the Acquired Companies in respect of each of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed in the notes to the 2003 Company Audited Financial Statements. (cb) The Interim Financial Statements were properly prepared in accordance with accounting basesExcept as would not reasonably be expected to have a Material Adverse Effect, policiesthere are no liabilities or obligations of the Companies of any kind whatsoever, practices whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (i) liabilities and procedures consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with that adopted obligations disclosed, reflected, reserved against or otherwise provided for in the preparation balance sheet as of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation of 2013 and (ii) liabilities or obligations incurred in the state of affairs of the financial condition of the Acquired Companies as of the dates thereofOrdinary Course since September 30, 2013.

Financial Statements. (a) Attached as Part 4.4 Schedule 4.7(a) sets forth true, correct and complete copies of the Parent Disclosure Schedule is a copy of each of the Company’s (i) audited consolidated balance sheets sheet of the Acquired Companies as at the fiscal years’ ended December 31, 2003 and December 31, 2002, Company and the related audited consolidated statements of income, changes in shareholders’ equityoperations and cash flows as at, and cash flow for each of the fiscal years then endedtwelve-month period ended on, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ December 31, 2023 (collectively, the “Company Audited Financial StatementsFinancials” and such date, the “Balance Sheet Date”), and (ii) an unaudited consolidated balance sheet of the Acquired Companies as at September 30, 2004 (the “Interim Balance Sheet”) Company and the related unaudited consolidated statements of income, changes in shareholders’ equityoperations and cash flows as of, and cash flow for the nine three month period ended on, March 31, 2024 (9) months then ended (collectively, the “Interim Financial StatementsCompany Unaudited Financials” and and, together with the Interim Balance Sheet and Company Audited Financial StatementsFinancials, the “Company Financial Statements”). (b) The Except as set forth on Schedule 4.7(b), the Company Audited Financial Statements: Statements (i) present a true and fair view of the state of affairs of the financial condition and the results of operations, changes in shareholders’ equity, and cash flow of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements; (ii) have been prepared in accordance with UK GAAPGAAP consistently applied throughout the periods covered thereby (subject, subject however, in the case of the Company Unaudited Financials, to normal year-end adjustments and the notes set out absence of notes), (ii) have been prepared from, and are consistent with, the books and records of the Company, which books and records have been maintained in such financial statements; the ordinary course of business in all material respects and (iii) have been prepared using present fairly, in all material respects, the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement position and operating results and cash flows of the Acquired Companies Company as of, and for the periods ended on, the respective dates thereof, subject, however, in respect of each the case of the two Company Unaudited Financials, to normal year-end adjustments and accruals and the absence of notes and other textual disclosures. No financial years preceding statements of any Person other than the financial year ended on Company are required by GAAP to be included or reflected in any of the December 31, 2003, except as disclosed in the notes to the 2003 Company Audited Financial Statements. (c) The Interim Financial Statements were properly 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 accounting bases, policies, practices and procedures consistent with those used GAAP except for liabilities (i) set forth in preparing the audited balance sheets of the Company Audited Financial Statements and in a manner consistent with that adopted in the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation of the state of affairs of the financial condition of the Acquired Companies as of the dates thereofBalance Sheet Date (the “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 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 has received any written material complaint, allegation, assertion or claim that the Company has engaged in questionable or improper accounting or auditing practices.

Financial Statements. (a) Attached as Part 4.4 The Company has made available to GigCapital5 true and complete copies of the Parent Disclosure Schedule is a copy of each of the (i) audited consolidated balance sheets of the Acquired Companies as at the fiscal years’ ended December 31, 2003 and December 31, 2002, and the related audited consolidated statements of incomeoperations, changes in shareholdersstockholders’ equityequity and cash flows of the Company and the Company Subsidiaries for the year ended December 31, 2020, and cash flow for each of the fiscal years then ended, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ (collectively, the “Company Audited Financial Statements”), and (ii) an unaudited consolidated balance sheet of the Acquired Companies as at September 30, 2004 (the “Interim Balance Sheet”) sheets and the related unaudited consolidated statements of income, changes in shareholders’ equity, operations of the Company and cash flow the Company Subsidiaries for the nine (9) months then year ended December 31, 2021 (collectively, the “Interim Financial Statements” and together with the Interim Balance Sheet and Company Audited Financial Statements, the “Company Prior Financial Statements”), which are attached as Schedule 4.08(a) of the Company Disclosure Schedule. Each of the Prior 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) and (ii) fairly presents, in all material respects, the financial position, results of operations, changes in stockholders’ equity and cash flows of the Company and the Company Subsidiaries as at the date thereof and for the period indicated therein, except as otherwise noted therein and subject to the absence of notes. (b) The Company Audited Financial Statements: (i) present has made available to GigCapital5 a true and fair view complete copy of the state of affairs consolidated unaudited balance sheet of the financial condition Company and the Company Subsidiaries for the nine month period ended September 30, 2022 (the “2022 Balance Sheet”), and the related Company CFO or equivalent person’s reviewed consolidated statements of operations, of the Company and the Company Subsidiaries for the nine month period then ended, which are attached as Schedule 4.08(b) of the Company Disclosure Schedule (such financial statements, including the 2022 Balance Sheet, collectively with the Prior Financial Statements, the “Financial Statements”). Such unaudited financial statements were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except for the omission of footnotes and subject to year-end adjustments, none of which are individual or in the aggregate material) and fairly present, in all material respects, the financial position, results of operations, changes in shareholdersstockholders’ equity, equity and cash flow flows of the Acquired Companies Company and the Company Subsidiaries as at the respective dates of date thereof and for the periods referred to in such financial statements; (ii) have been prepared in accordance with UK GAAP, subject to the notes set out in such financial statements; and (iii) have been prepared using the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement of the Acquired Companies in respect of each of the two financial years preceding the financial year ended on the December 31, 2003period indicated therein, except as disclosed otherwise noted therein and subject to normal and recurring year-end adjustments (none of which are individually or in the notes to aggregate material) and the 2003 Company Audited Financial Statementsabsence of notes. (c) The Interim Except as and to the extent set forth on the Financial Statements were properly Statements, neither the Company nor any Company Subsidiary has any 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 ordinary course of business since the date of the 2022 Balance Sheet, (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party, or (iii) liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effect. (d) Since January 1, 2020, (i) neither the Company nor any Company Subsidiary nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting basesor auditing practices, policiesprocedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and procedures (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Company Board or any committee thereof. (e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company any officer, employee, contractor, subcontractor or agent of the Company or any such Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. Sec. 1514A(a). (f) All accounts receivable of the Company and the Company Subsidiaries reflected on the Financial Statements or arising after the date of the 2022 Balance Sheet have arisen from bona fide transactions in the ordinary course of business consistent with those used past practices and in preparing accordance with GAAP and are collectible, subject to bad debts reserved in the Company Audited Financial Statements Statements. To the knowledge of the Company, such accounts receivable are not subject to valid defenses, setoffs or counterclaims, other than routine credits granted for errors in ordering, shipping, pricing, discounts, rebates, returns in the ordinary course of business and other similar matters. The Company’s reserve for contractual allowances and doubtful accounts is adequate in all material respects and has been calculated in a manner consistent with that adopted past practices. Since December 31, 2021, neither the Company nor any of the Company Subsidiaries has modified or changed in any material respect its sales practices or methods including, without limitation, such practices or methods in accordance with which the Company or any of the Company Subsidiaries sell goods, fill orders or record sales. (g) Except as set forth in Schedule 4.08(g) of the Company Disclosure Schedule, all accounts payable of the Company and the Company Subsidiaries reflected on the Financial Statements or arising after the date of the 2022 Balance Sheet are the result of bona fide transactions in the preparation ordinary course of its management business and have been paid or are not yet due or payable. Since the 2022 Balance Sheet, the Company and the Company Subsidiaries have not altered in any material respects their practices for the payment of such accounts for all periods ended during payable, including the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation timing of the state of affairs of the financial condition of the Acquired Companies as of the dates thereofsuch payment.

Financial Statements. (a) Attached as Part 4.4 of the Parent Disclosure Schedule is a copy of each of the The Company has delivered to Buyer (i) complete copies of the Company's audited consolidated balance sheets as of December 31, 2003 and 2004, and the Acquired Companies as at related statements of operations, stockholders' equity and cash flows for the fiscal years’ years ended December 31, 2003 and December 31, 2002, and the related audited consolidated statements of income, changes in shareholders’ equity, and cash flow for each of the fiscal years then ended2004, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ notes to such financial statements (collectively, the “Company "Audited Financial Statements”), ") and (ii) an unaudited complete copies of the Company's reviewed consolidated balance sheet sheets as of September 30, 2005, the Acquired Companies as at related statements of operation for the nine months ended September 30, 2004 and 2005 and the related statements of stockholders' equity and cash flows for the nine months ended September 30, 2005, together with the notes to such financial statements (the “Interim Balance Sheet”"Unaudited Financial Statements"). Pursuant to Section 6.12 hereof, the Company has agreed to deliver to Buyer prior to the Closing Date the 2005 Financial Statements (as defined below) and the related unaudited consolidated statements of income, changes in shareholders’ equity, and cash flow for the nine (9) months then ended (collectively, the “Interim Financial Statements” and together with the Interim Balance Sheet and Company Management Accounts. The Audited Financial Statements, the “Company 2005 Financial Statements”). (b) The Company Audited , the Unaudited Financial Statements: , the Management Accounts and the Closing Statement of Net Working Capital are collectively referred to herein as the "Financial Statements". The Financial Statements, if available, (i) present a true are true, correct and fair view complete in all material respects and have been prepared in accordance with the books and records of the state of affairs of the financial condition Company and the results of operationsits Subsidiaries, changes in shareholders’ equity, and cash flow of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements; (ii) have been prepared in accordance with UK GAAPU.S. GAAP on a consistent basis throughout the periods indicated therein, subject to provided that the notes set out in such financial statements; Management Accounts will be prepared on a basis consistent with the Company's past practices and the Closing Statement of Net Working Capital will be prepared based on the Closing Date Balance Sheet, and (iii) have been prepared using except in the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement case of the Acquired Companies Closing Statement of Net Working Capital which fairly presents, in respect all material respects, the working capital condition of the Company for the periods to which it relates, fairly present, in all material respects, the financial condition and results of operations and, except in the case of the Management Accounts, cash flows of the business of the Company and its Subsidiaries, as of and for the periods to which they relate, subject, in the case of the Unaudited Financial Statements, to normal year-end audit adjustments (which are not, in the aggregate, material to the Group Companies, taken as a whole) and the absence of footnote disclosure. For the purposes hereof, the consolidated balance sheet of the Company and its Subsidiaries as of September 30, 2005, is referred to as the "Balance Sheet" and September 30, 2005, is referred to as the "Balance Sheet Date". The books of account and financial records of each Material Group Company and, to the Knowledge of the two financial years preceding Seller Parties, each Recently Acquired Group Company are true and correct in all material respects. Except as set forth in Section 3.5(a) of the financial year ended on Disclosure Schedule, none of the December 31Material Group Companies and, 2003to the Knowledge of the Seller Parties, none of the Recently Acquired Group Companies has made any changes in its accounting methods or principles since the Balance Sheet Date. (b) Since the Balance Sheet Date, none of the Group Companies has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree; and, since the Balance Sheet Date, there has not been any material change in the share capital, short-term debt or long-term debt of any of the Group Companies or any Material Adverse Change, except as disclosed set forth in Section 3.5(b) of the notes to the 2003 Company Audited Financial StatementsDisclosure Schedule. (c) The Interim Financial Statements were properly prepared Company maintains a system of internal accounting controls that provide reasonable assurance that (i) transactions are executed in accordance with accounting basesmanagement's general or specific authorizations, policies(ii) transactions are recorded in reasonable detail, practices accurately and procedures consistent fairly reflect in all material respects the transactions and dispositions of assets of such entity as necessary to permit preparation of financial statements in conformity U.S. GAAP, (iii) access to material assets is permitted only in accordance with those used management's general or specific authorization, (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate actions are taken with respect to any differences and (v) each of the Material Group Companies and, to the Knowledge of the Seller Parties, each Recently Acquired Group Company has made and kept books, records and accounts which, in preparing reasonable detail, accurately and fairly reflect in all material respects the Company Audited Financial Statements transactions and in dispositions of assets of such entity and provide a manner consistent with that adopted in sufficient basis for the preparation of its management accounts for all periods ended during financial statements in accordance with U.S. GAAP. (d) There are no liabilities of the 9 months Group Companies that would be required to be disclosed pursuant to U.S. GAAP on a balance sheet or the notes thereto, other than liabilities and obligations reflected or reserved against the Balance Sheet or disclosed in the notes thereto or arising in the ordinary course of the business of the Group Companies since the Balance Sheet Date that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, except as set forth in Section 3.5(d) of the Disclosure Schedule. (e) Section 3.5(e) of the Disclosure Schedule sets forth the Company's estimated future outstanding obligations on an annual basis until 2008 and on an aggregate basis after September 30, 2005 in relation to (i) operating leases based on contracts entered into prior to September 30, 2004. Such Interim Financial Statements are a fair presentation 2005 and (ii) all other potential obligations from the Non-Disclosed Contracts (collectively, the "Schedule of Outstanding Obligations"), is true, accurate and complete in all material respects and is presented in terms consistent with the Company's internal accounts and records. (f) None of the state of affairs of Group Companies is engaged in any trading activities involving commodity contracts or other trading contracts which are not currently traded on a securities or commodities exchange and for which the financial condition of the Acquired Companies as of the dates thereofmarket value cannot be determined.

Financial Statements. (a) Attached as Part 4.4 The Company has previously made available to Parent copies of the Parent Disclosure Schedule is a copy of each of the (i) audited the consolidated balance sheets sheet of the Acquired Companies Company and the Company Subsidiaries as at the fiscal years’ ended of December 31, 2003 2001, 2002 and December 31, 20022003, and the related audited consolidated statements of income, changes in shareholdersstockholders’ equity, equity and cash flow flows for each of the years then ended as reported in the Company’s Annual Report on Form 10-K for the fiscal years then endedyear ended December 31, together 2003 (such financial statements, the “Company 2003 Financial Statements”) filed with the report thereon SEC under the Exchange Act, accompanied by the audit reports of BDO KPMG LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (collectivelyLLP, as applicable, independent public accountants with respect to the “Company Audited Financial Statements”)Company, and (ii) an the unaudited consolidated balance sheet of Company and the Acquired Companies Company Subsidiaries as at September 30of March 31, 2004, and the related consolidated statements of income and cash flows of the three-month periods then ended, as reported in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004 (the “Interim Balance Sheet”) and the related unaudited consolidated statements of income, changes in shareholders’ equity, and cash flow for the nine (9) months then ended (collectively, the “Company Interim Financial Statements,” and together with the Interim Balance Sheet and Company Audited 2003 Financial Statements, the “Company Financial Statements”). The December 31, 2003 consolidated balance sheet of the Company (including the related notes, where applicable) included in the Company Financial Statements fairly presents in all material respects the consolidated financial position of the Company and the Company Subsidiaries as of the date thereof, and the other financial statements included in the Company Financial Statements (including the related notes, where applicable) fairly present in all material respects the results of the consolidated operations, changes in stockholders’ equity, cash flows and consolidated financial position of the Company and the Company Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, subject in the case of the Company Interim Financial Statements to normal year-end audit adjustments in amounts that are immaterial in nature and amount and are consistent with past experience. Each of the Company Financial Statements (including the related notes, where applicable), as of their respective dates, complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) has been prepared in all material respects in accordance with GAAP consistently applied during the periods involved, except as indicated in such statements or in the notes thereto. The books and records of the Company and the Company Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. (b) The records, systems, controls, data and information of the Company Audited Financial Statements: and the Company Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Company or the Company Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not have a materially adverse effect on the system of internal accounting controls described in the following sentence. The Company and the Company Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company (i) present a true has designed disclosure controls and fair view procedures to ensure that material information relating to the Company, including the Company Subsidiaries, is made known to the management of the state of affairs of the financial condition Company by others within those entities and the results of operations, changes in shareholders’ equity, and cash flow of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements; (ii) have been prepared in accordance with UK GAAPhas disclosed, subject based on its most recent evaluation prior to the notes set out date hereof, to the Company’s auditors and the audit committee of the Company Board (A) any significant deficiencies in such the design or operation of internal controls which could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial statements; data and have identified for the Company’s auditors any material weaknesses in internal controls and (iiiB) any fraud, whether or not material, that involves management or other employees who have been prepared using a significant role in the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement of the Acquired Companies in respect Company’s internal controls. The Company has made available to Parent a summary of each of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed in the notes such disclosure made by management to the 2003 Company Audited Financial StatementsCompany’s auditors and audit committee since January 1, 2002. (c) The Except for those liabilities that are reflected or reserved against on the March 31, 2004 consolidated balance sheet of the Company included in the Company Interim Financial Statements were properly prepared and for liabilities incurred in accordance with accounting bases, policies, practices and procedures the ordinary course of business consistent with those used past practice since March 31, 2004 that are immaterial in preparing nature or amount, since such date, neither the Company Audited Financial Statements nor any of the Company Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due and including any off-balance sheet financings, loans, indebtedness, make whole or similar liabilities or obligations) that would be required to be reflected in a manner consistent with that adopted consolidated balance sheet of the Company or would, individually or in the preparation of its management accounts for all periods ended during aggregate, have a Material Adverse Effect on the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation of the state of affairs of the financial condition of the Acquired Companies as of the dates thereofCompany.

Financial Statements. (a) Attached as Part 4.4 of The Sellers have provided to Buyer the Parent Disclosure Schedule is a copy of each of following financial statements (collectively, the “Financial Statements”): (i) audited consolidated unaudited balance sheets of the Acquired Companies Company as at of December 31 for the fiscal years’ ended December 31, 2003 and December 31, 2002year of 2020, and the related audited consolidated statements of income, changes in shareholders’ equity, and cash flow for each of the fiscal years then ended, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ (collectively, the “Company Audited Financial Statements”), and (ii) an unaudited consolidated balance sheet of the Acquired Companies as at September 30, 2004 (the “Interim Balance Sheet”) and the related unaudited consolidated statements of income, changes in shareholdersstockholders’ equity, and cash flow for the nine fiscal year then ended, all of which were paid at the expense of the Buyer; and (9ii) months an unaudited, consolidated balance sheet of the Company as of February 28, 2021, and statements of income, changes in stockholders’ equity, and cash flow for the 8-month period then ended (collectivelyfor the Company, all of which were paid at the expense of the Buyer. The Financial Statements have been prepared in accordance with GAAP, applied on a consistent basis throughout the period covered thereby, and present fairly, to the knowledge of such Seller, the “Interim Financial Statements” financial condition of the Company as of and together with for the Interim Balance Sheet respective date and Company Audited Financial Statementsperiod covered thereby; provided, however, that the “Company Financial Statements”)interim financial statements described in clause (ii) above are subject to normal, recurring year-end adjustments (which will not be, individually or in the aggregate, materially adverse) and lack notes. (b) The Company Audited Financial Statements: Company’s books and records (including all financial records, business records, customer lists, and records pertaining to products or services delivered to customers) (i) present are reasonably complete and correct in all material respects and all transactions to which it is or has been a true and fair view of the state of affairs of the financial condition and the results of operationsparty are accurately reflected therein in all material respects on an accrual basis, changes in shareholders’ equity, and cash flow of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements; (ii) have been prepared in accordance reasonably reflect all discounts, returns and allowances granted by it with UK GAAP, subject respect to the notes set out in such financial statements; and periods covered thereby, (iii) have been prepared using maintained in accordance with customary and sound business practices in its industry, (iv) form the same bases, accounting policies, practices and methods adopted in preparing basis for the audited consolidated financial statement of the Acquired Companies in Financial Statements with respect of each of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed in the notes to the 2003 Company Audited Financial Statements. and (cv) The Interim Financial Statements reflect in all material respects the assets, liabilities, financial position, results of operations and cash flows of it on an accrual basis. All computer-generated reports and other computer output included in its books and records are reasonably complete and correct in all material respects and were properly prepared in accordance with accounting basessound business practices based upon authentic data. To the knowledge of the Sellers, policies, practices the Company’s management information systems are adequate for the preservation of relevant information and procedures consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with that adopted in the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation of the state of affairs of the financial condition of the Acquired Companies as of the dates thereofaccurate reports.

Financial Statements. (a) Attached as Part 4.4 Section 2.06 of the Parent Disclosure Schedule is a copy of each are true and complete copies of the (ix) audited consolidated balance sheets of the Acquired Companies Company as at the fiscal years’ ended of December 31, 2002, December 31, 2003 and December 31, 2002, 2004 and the related audited consolidated statements of incomeoperations, changes in shareholders’ equity, statements of capital and statements of cash flow flows for each of the fiscal years then endedended (including the notes thereto) (the "Audited Financial Statements"), together with a true and complete copy of the reports on such audited information by Ernst & Young, LLP, and all letters from such firm with respect to the results of such audits, (y) the unaudited balance sheet of the Company as of June 30, 2005 and the related unaudited statement of operations and cash flows for the six months then ended (the "June Financial Statements") and (z) the unaudited balance sheet of the Company as of September 30, 2005 and the related unaudited statement of operations and cash flows for the nine months then ended (the "Unaudited Financial Statements" and, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ (collectively, the “Company Audited June Financial Statements”), and (ii) an unaudited consolidated balance sheet of the Acquired Companies as at September 30, 2004 (the “Interim Balance Sheet”) Statements and the related unaudited consolidated statements of income, changes in shareholders’ equity, and cash flow for the nine (9) months then ended (collectively, the “Interim Financial Statements” and together with the Interim Balance Sheet and Company Audited Financial Statements, the “Company "Financial Statements”"). (b) The Company Audited All such Financial Statements: Statements (i) were prepared in accordance with GAAP (except with respect to the absence of footnotes to the Unaudited Financial Statements), (ii) fairly present a true and fair view of the state of affairs of in all material respects the financial condition and the results of operations, changes in shareholders’ equity, and cash flow operations of the Acquired Companies Company as at of the respective dates of thereof and for the respective periods referred to in such financial statements; (ii) have been prepared in accordance with UK GAAPcovered thereby, subject in the case of the Unaudited Financial Statements to the notes set out in such financial statements; normal year-end adjustments, none of which will be material, and (iii) have been prepared using the same bases, accounting policies, practices were compiled from Books and methods adopted in preparing the audited consolidated financial statement Records of the Acquired Companies in respect of each Company regularly maintained by management and used to prepare the financial statements of the two Company. The Company has maintained its Books and Records in a manner sufficient to permit the preparation of financial years preceding statements in accordance with GAAP. The Company Financial Statements do not include any tangible Assets and Properties that will not continue to be owned by and physically present on Company Property after the financial year ended on the December 31, 2003, Closing Date (except as disclosed for inventory sold in the notes Ordinary Course of Business and Excluded Rights). Other than as relate to BHPA or BHR, there are no "off-balance sheet arrangements" (as defined in Item 303(c) of Regulation S-K of the SEC) effected by the Company. Ernst & Young, which has expressed its opinion with respect to the 2003 Company Audited Financial Statements., is and has been throughout the periods covered by such Audited Financial Statements "independent" with respect to the Company within the meaning of Regulation S-X. (c) The Interim Financial Statements were properly prepared Company maintains internal accounting controls and controls over financial reporting sufficient to provide reasonable assurance that: (i) transactions are executed with management's general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of its financial statements in accordance with accounting bases, policies, practices GAAP and procedures consistent to maintain accountability for its assets; (iii) access to its assets is permitted only in accordance with those used in preparing management's general or specific authorization; (iv) the Company Audited Financial Statements and in a manner consistent with that adopted in the preparation reporting of its management accounts for all periods ended during assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the 9 months prior to September 30, 2004. Such Interim Financial Statements are collection thereof on a fair presentation of the state of affairs of the financial condition of the Acquired Companies as of the dates thereofcurrent and timely basis.

Financial Statements. (a) Attached as Part 4.4 Section 3.6(a) of the Parent Disclosure Schedule is a copy of each of refers to the (i) audited consolidated balance sheets of the Acquired Companies IMA as at the fiscal years’ ended of December 31, 2003 2005 (the "IMA Balance Sheet Date"), and December 31, 2002, 2004 and the related audited consolidated statements of income, changes in shareholders’ equity, income and cash flow flows of IMA for each of the fiscal years then endedending on such dates, together with the report any notes thereto and accountant's reports thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ (collectively, the “Company "IMA Audited Financial Statements”"), and (ii) an the unaudited consolidated balance sheet of the Acquired Companies IMA as at of September 30, 2004 (the “Interim Balance Sheet”) 2006 and the related unaudited consolidated statements statement of income, changes in shareholders’ equity, and cash flow income of IMA for the nine (9) months then ended period ending on such date (collectively, the “Interim "IMA Unaudited Financial Statements” " and together with the Interim Balance Sheet and Company IMA Audited Financial Statements, the “Company "IMA Financial Statements”"). Except as disclosed in Section 3.6(a) of the Disclosure Schedule, the IMA Financial Statements fairly present, in all material respects, the consolidated financial position and results of operations and cash flows of IMA for the periods and as of the dates referred to in the IMA Financial Statements, all in accordance with United States generally accepted accounting principles, consistently applied ("GAAP") (except, in the case of the IMA Unaudited Financial Statements, for the absence of footnotes and normal year-end adjustments that are not material individually or in the aggregate). The IMA Financial Statements are consistent in all material respects with the books and records of IMA, subject, in the case of the IMA Unaudited Financial Statements, to normal year-end adjustments that are not material individually or in the aggregate. (b) The Company Audited Section 3.6(b) of the Disclosure Schedule sets forth the unaudited pro forma balance sheet (the "Most Recent Balance Sheet") of CD Business as of September 30, 2006 (the "Most Recent Balance Sheet Date"), and the unaudited pro forma statements of revenues and direct expenses of the CD Business for the period then ended (the financial statements collectively, the "CD Financial Statements: "). Except as set forth in Section 3.6(b) of the Disclosure Schedule, the CD Financial Statements (i) present a true are consistent with the books and fair view records of the state of affairs of the financial condition IMS and the results of operationsIMA, changes in shareholders’ equity, and cash flow of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements; (ii) have been prepared in accordance with UK GAAP, subject to the notes set out in such financial statements; GAAP and (iii) have been prepared using present fairly the same basespro forma financial condition, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement results of operations of the Acquired Companies in respect of each CD Business as of the two financial years preceding respective dates thereof and for the financial year ended on the December 31periods referred to therein, 2003, except as disclosed subject to normal year-end adjustments that are not material individually or in the notes to the 2003 Company Audited Financial Statementsaggregate. (c) The Interim Financial Statements were properly prepared IMA maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with accounting bases, policies, practices and procedures consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with that adopted in the management's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of its management accounts financial statements in accordance 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 all periods ended during assets is compared with the 9 months prior existing assets at reasonable intervals and appropriate actions are taken with respect to September 30, 2004. Such Interim Financial Statements are a fair presentation of the state of affairs of the financial condition of the Acquired Companies as of the dates thereofany differences.

Financial Statements. (a) Attached as Part 4.4 PCBC has furnished to PCCI true and complete copies of the Parent Disclosure Schedule is a copy of each of the (i) the audited consolidated balance sheets of the Acquired Companies PCBC as at the fiscal years’ ended of December 31, 2003 2001 and December 31, 2002, and the related audited consolidated statements of income, changes in shareholders’ equityequity and cash flows for the years ended December 31, 2000, 2001, and cash flow for each of the fiscal years then ended2002, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ (collectively, the “Company Audited Financial Statements”), and (ii) an unaudited consolidated balance sheet of the Acquired Companies PCBC as at September of June 30, 2004 (the “Interim Balance Sheet”) 2003, and the related unaudited consolidated statement of income for the six-month period ended June 30, 2003 (such balance sheets and the related statements of income, changes in shareholders’ equity, equity and cash flow for the nine (9) months then ended (collectively, flows are collectively referred to herein as the “Interim PCBC Financial Statements” and together with ”). Except as described in the Interim Balance Sheet and Company Audited notes to the PCBC Financial Statements, the “Company PCBC Financial Statements”Statements fairly present, in all material respects, the consolidated financial position of PCBC as of the respective dates thereof and the results of operations and changes in financial position of PCBC for the periods then ended, in conformity with GAAP, applied on a basis consistent with prior periods (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and the fact that they do not contain all of the footnote disclosures required by GAAP), except as otherwise noted therein, and the accounting records underlying the PCBC Financial Statements accurately and fairly reflect in all material respects the transactions of PCBC. The PCBC Financial Statements do not contain any items of extraordinary or nonrecurring income or any other income not earned in the ordinary course of business except as expressly specified therein. (b) The Company Audited Financial Statements: (i) present a PCBC has furnished, or has caused PCBNA to furnish, to PCCI, true and fair view complete copies of the state Reports of affairs of Condition and Income (“PCBC Call Reports”) for PCBNA or its predecessor for the periods ended December 31, 2001, December 31, 2002 and June 30, 2003. Such PCBC Call Reports fairly present, in all material respects, the financial condition position of PCBNA and the results of operations, changes in shareholders’ equity, and cash flow of the Acquired Companies as its operations at the respective dates of and for the periods referred to indicated in such financial statements; (ii) have been prepared conformity with the Instructions for the Preparation of Call Reports as promulgated by applicable regulatory authorities. The PCBC Call Reports do not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business except as expressly specified therein. PCBNA has calculated its allowance for loan losses in accordance with UK GAAP, subject which includes RAP where applicable, as applied to the notes set out in such financial statements; banking institutions and (iii) have been prepared using the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement of the Acquired Companies in respect of each of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed in the notes to the 2003 Company Audited Financial Statements. (c) The Interim Financial Statements were properly prepared in accordance with accounting basesall applicable rules and regulations. To the Knowledge of PCBC, policies, practices and procedures consistent with those used the allowance for loan losses account for PCBNA is adequate in preparing the Company Audited Financial Statements and in a manner consistent with that adopted in the preparation of its management accounts all material respects to provide for all periods ended during the 9 months prior losses, net of recoveries relating to September 30loans previously charged off, 2004. Such Interim Financial Statements are a fair presentation on all outstanding loans of the state of affairs of the financial condition of the Acquired Companies as of the dates thereofPCBNA.

Financial Statements. (a) Attached as Part 4.4 The Company has previously provided to SPAC true and complete copies of the Parent Disclosure Schedule is a copy of each of the (i) the audited consolidated balance sheets and statements of operations, comprehensive loss, convertible preferred shares and shareholders’ equity (deficit) and cash flows of the Acquired Companies Company and its consolidated subsidiaries as at of and for the fiscal years’ years ended December 31, 2003 2020 and December 31, 2002, and the related audited consolidated statements of income, changes in shareholders’ equity, and cash flow for each of the fiscal years then ended2019, together with the auditor’s report thereon (provided that such financial statements shall not be required to include a signed audit opinion, which signed audit opinion shall instead be delivered concurrently with the filing of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ the Registration Statement with the SEC) (collectively, the “Company Audited Financial Statements”), ) and (ii) an the unaudited consolidated balance sheet and statements of operations, comprehensive loss, convertible preferred shares and shareholders’ equity (deficit) and cash flows of the Acquired Companies Company and its consolidated subsidiaries as at of and for the nine‑month period ended September 30, 2004 2021 (the “Interim Balance SheetUnaudited Financial Statements”). The Financial Statements (i) fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries, as at the respective dates thereof, and their consolidated results of operations, their consolidated changes in convertible preferred shares and shareholders’ equity (or deficit) and the related unaudited their consolidated statements of income, changes in shareholders’ equity, and cash flow flows for the nine (9) months respective periods then ended (collectivelysubject, in the “Interim case of the Unaudited Financial Statements” , to normal year‑end adjustments that are not material in the aggregate and together the absence of footnotes or inclusion of limited footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the Interim Balance Sheet and Company Audited periods covered (except as may be indicated in the notes thereto and, in the case of the Unaudited Financial Statements, the “absence of footnotes or the inclusion of limited footnotes), (iii) were prepared from, and are in accordance in all material respects with, the books and records of the Company Financial Statements”)and its consolidated subsidiaries, and (iv) when delivered by the Company for inclusion in the Registration Statement for filing with the SEC following the date of this Agreement, will comply in all material respects with the applicable provisions of the Exchange Act and the Securities Act and the applicable accounting requirements and other rules and regulations of the SEC applicable to a registrant, in each case, as in effect as of the respective dates thereof. (b) The When delivered pursuant to Section 8.3, the Closing Company Audited Financial Statements: Statements (i) will fairly present a true and fair view in all material respects the consolidated financial position of the state of affairs of the financial condition Company and the results of operationsits consolidated subsidiaries, changes in shareholders’ equity, and cash flow of the Acquired Companies as at the respective dates thereof, and their consolidated results of operations, their consolidated changes in convertible preferred shares and shareholders’ equity (or deficit) and their consolidated cash flows for the respective periods referred then ended (subject to normal year‑end adjustments that are not material in such financial statements; the aggregate and the absence of footnotes or inclusion of limited footnotes), (ii) will have been prepared in accordance conformity with UK GAAP, subject to GAAP applied on a consistent basis during the periods covered (except as may be indicated in the notes set out in such financial statements; thereto and for the absence of footnotes or the inclusion of limited footnotes), (iii) will have been prepared using from, and will be in accordance in all material respects with, the same bases, accounting policies, practices books and methods adopted in preparing the audited consolidated financial statement records of the Acquired Companies Company and its consolidated subsidiaries and (iv) when delivered by the Company for inclusion in respect the Registration Statement for filing with the SEC following the date of each this Agreement in accordance with Section 8.3, will comply in all material respects with the applicable provisions of the two financial years preceding Exchange Act and the financial year ended Securities Act and the applicable accounting requirements and other rules and regulations of the SEC applicable to a registrant, in each case, as in effect as of the respective dates thereof. (c) Neither the Company nor any of its Subsidiaries is a party to, or is subject to any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the December 31one hand, 2003and any unconsolidated Affiliate, except on the other hand), including any structured finance, special purpose or limited purpose entity or Person, or any “off-balance sheet arrangements” (as disclosed defined in Item 303(a) of Regulation S-K under the Securities Act), in each case, where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the notes to the 2003 Company Audited Financial Statements. (cd) The Interim Financial Statements were properly prepared in accordance with accounting bases, policies, practices and procedures consistent with those used in preparing Neither the Company Audited Financial Statements nor any of its Subsidiaries has received from any employee of the Company or its Subsidiaries any written or, to the knowledge of the Company, oral complaint, allegation, assertion or claim with respect to unlawful or potentially unlawful activity regarding accounting, internal accounting controls, auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries and neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any independent auditor of the Company has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the Company’s management or other employees who have a manner consistent with that adopted significant role in the preparation of its management accounts for all periods ended during financial statements or the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation internal accounting controls utilized by the Company or (iii) any allegation in writing regarding any of the state of affairs of the financial condition of the Acquired Companies as of the dates thereofforegoing.

Financial Statements. Schedule 2.1(i), entitled "Financial Statements," attached hereto, contains the following financial statements (a) Attached as Part 4.4 of the Parent Disclosure Schedule is a copy of each of the (i) audited consolidated balance sheets of the Acquired Companies as at the fiscal years’ ended December 31, 2003 and December 31, 2002, and the related audited consolidated statements of income, changes in shareholders’ equity, and cash flow for each of the fiscal years then endedcollectively, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ (collectivelynotes thereto and the financial statements to be delivered pursuant to Section 5.2(b), the “Company Audited "Financial Statements”), and (ii) an unaudited consolidated balance sheet of the Acquired Companies as at September 30, 2004 (the “Interim Balance Sheet”) and the related unaudited consolidated statements of income, changes in shareholders’ equity, and cash flow for the nine (9) months then ended (collectively, the “Interim Financial Statements” and together with the Interim Balance Sheet and Company Audited Financial Statements, the “Company Financial Statements”). (b) The Company Audited Financial Statements: "): (i) present a true and fair view the unaudited Consolidated Balance Sheet of S&T (the state "Unaudited Balance Sheet") as of affairs May 30, 1998 (the "Balance Sheet Date"), the unaudited consolidated Statement of Income for the financial condition four months ended May 30, 1998 and the results unaudited Consolidated Statement of operations, changes in shareholders’ equity, and cash flow of the Acquired Companies as at the respective dates of and Cash Flows for the periods referred to in such financial statementsfour months ended May 30, 1998; (ii) have been prepared in accordance with UK GAAPunaudited Consolidated Balance Sheet of S&T for the year ended January 31, subject to 1998, the notes set out in such financial statementsunaudited Consolidated Statement of Income for the year ended January 31, 1998 and the unaudited Consolidated Statement of Cash Flows for the year ended January 31, 1998; and (iii) have been prepared using unaudited Consolidated Balance Sheet of S&T for the same basesyear ended February 1, accounting policies1997, practices the unaudited Consolidated Statement of Income for the year ended February 1, 1997 and methods adopted in preparing the audited consolidated financial statement unaudited Consolidated Statement of Cash Flows for the year ended February 1, 1997 (collectively, the "Unaudited Financial Statements"). Each of the Acquired Companies Financial Statements is true, complete and correct in respect of each of all material respects, was prepared from the two financial years preceding books and records kept by S&T for the Business and fairly presents the financial year position of S&T as of such dates and the results of S&T's operations and S&T's cash flows for the periods then ended on the December 31, 2003, except as disclosed in the notes to the 2003 Company Audited Financial Statements. (c) The Interim Financial Statements were properly prepared in accordance with accounting basesGenerally Accepted Accounting Principles ("GAAP") consistently applied (except, policiesin the case of the Unaudited Financial Statements, practices for normally recurring year-end adjustments, which adjustments will not be material, either individually or in the aggregate). Except as set forth in the Schedules delivered pursuant to this Agreement or the Financial Statements, since the Balance Sheet Date, there has been no material adverse change in the condition (financial or otherwise), results of operations, properties, assets, liabilities, business or prospects of S&T, nor has there been any event or condition of any character that has materially and procedures adversely affected, or that is likely to materially and adversely affect, the condition (financial or otherwise), results of operations, properties, assets, liabilities, business or prospects of S&T or the Business. The Unaudited Balance Sheet reflects all properties and assets, real, personal or mixed, that are currently used in connection with the Business, except for: (i) inventory purchased or sold consistent with those used in preparing the Company Audited Financial Statements past practice and in a manner the ordinary and normal course of business since the Balance Sheet Date; (ii) other properties and assets (other than capital assets) not in excess of $10,000 (in the aggregate) purchased or sold since Balance Sheet Date consistent with that adopted past practice and in the preparation ordinary and normal course of its management accounts for all periods ended during business; (iii) capital assets purchased since Balance Sheet Date in an amount not in excess of $25,000 (in the 9 months prior to September 30aggregate); and (iv) purchase commitments disclosed on Schedule 2.1(j), 2004. Such Interim Financial Statements are a fair presentation of the state of affairs of the financial condition of the Acquired Companies as of the dates thereofentitled "Liabilities."

Financial Statements. (a) Attached as Part 4.4 As used herein, the term “Company Financials” means the audited consolidated financial statements of the Parent Disclosure Schedule is a copy of Target Companies (including, in each case, any related notes thereto), consisting of the (i) audited consolidated balance sheets of the Acquired Target Companies as at the fiscal years’ ended of December 31, 2003 2021 (the “Balance Sheet Date”) and December 31, 20022020, and the related consolidated audited consolidated statements of incomeincome statements, changes in shareholders’ equity, stockholder equity and statements of cash flow flows for each of the fiscal years then ended, together each audited by a PCAOB qualified auditor in accordance with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ GAAP and PCAOB standards (collectively, the “Audited Company Audited Financial StatementsFinancials”), and (ii) an unaudited consolidated balance sheet of the Acquired Companies as at September 30, 2004 (the “Interim Balance Sheet”) and the related unaudited consolidated statements of incomeincome statement, changes in shareholders’ equity, stockholder equity and statement of cash flow flows for the nine (9) twelve months then ended (collectively, ended. True and correct copies of the “Interim Financial Statements” and together with Company Financials have been provided to the Interim Balance Sheet and Company Audited Financial Statements, the “Company Financial Statements”). (b) Purchaser. The Company Audited Financial Statements: Financials (i) present a true accurately reflect the books and fair view records of the state of affairs Target Companies as of the financial condition and the results of operations, changes in shareholders’ equity, and cash flow of the Acquired Companies as at the respective dates of times and for the periods referred to in such financial statements; therein, (ii) have been were prepared in accordance with UK GAAP, subject to consistently applied throughout and among the notes set out 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 such financial statements; and amount), (iii) have been prepared using comply with all applicable accounting requirements under the same bases, accounting policies, practices Securities Act and methods adopted the rules and regulations of the SEC thereunder (iv) fairly present in preparing all material respects the audited consolidated financial statement position of the Acquired Companies in respect of each of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed in the notes to the 2003 Company Audited Financial Statements. (c) The Interim Financial Statements were properly prepared in accordance with accounting bases, policies, practices and procedures consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with that adopted in the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation of the state of affairs of the financial condition of the Acquired Target Companies as of the respective dates thereof and the consolidated results of the operations and cash flows of the Target Companies for the periods indicated and (v) when delivered by the Company for inclusion in the Proxy Statement for filing with the SEC following the date of this Agreement in accordance with Section 5.12, will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant, in effect as of the respective dates thereof. No Target Company has ever been subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

Financial Statements. (a) Attached as Part 4.4 Seller has delivered to Buyer the audited balance sheet of the Parent Disclosure Schedule is a copy of each of the (i) audited consolidated balance sheets of the Acquired Companies as at Company for the fiscal years’ ended year ending December 31, 2003 and December 31, 20022003, and the related audited consolidated statements of income, changes in shareholders’ equity, and cash flow for each of (including the fiscal years then endedrelated notes and supplementary information thereto), together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ PricewaterhouseCoopers ehf, independent certified public accountants (collectively, the “Company Audited Financial Statements”"Balance Sheet"). The Balance Sheet, and (ii) an unaudited consolidated balance sheet of the Acquired Companies as at September 30notes thereon, 2004 (the “Interim Balance Sheet”) and the related unaudited consolidated statements of income, changes in shareholders’ equity, and cash flow for the nine (9) months then ended (collectively, the “Interim Financial Statements” and together with the Interim Balance Sheet and Company Audited Financial Statements, the “Company Financial Statements”). (b) The Company Audited Financial Statements: (i) fairly present a true and fair view of the state of affairs of the financial condition and the results of operations, changes in shareholders’ stockholders' equity, and cash flow of Company, and any Interim Balance Sheet, when delivered, fairly present the Acquired Companies financial condition of Company, as at the respective dates of and for the periods referred to in such financial statements; (ii) have been prepared , all in accordance with UK GAAPIcelandic generally accepted accounting principles, subject to subject, in the notes set out in such case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, have a Material Adverse Effect on Company) and the absence of notes (that, if presented, would not differ materially from those included in the Balance Sheet); and (iii) have been prepared using the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement of the Acquired Companies in respect of each of the two financial years preceding the financial year ended on statements referred to in this Section 2.6 reflect the December 31, 2003consistent application of such accounting principles throughout the periods involved, except as disclosed in the notes to such financial statements. The Balance Sheet contains a materially accurate reconciliation from Icelandic generally accepted accounting principles to U.S. generally accepted accounting principles. No financial statements of any Person other than Company are required by Icelandic generally accepted accounting principles to be included in the 2003 Company Audited Financial Statementsconsolidated financial statements of Company. (cb) Seller has delivered to Buyer the unaudited balance sheet of Seller as of September 30, 2003, and the related statements of income, and cash flow (including the related notes and supplementary information thereto), and will provide to Buyer before Closing the audited balance sheet of Seller for the fiscal year ending December 31, 2003, and the related statements of income, and cash flow (including the related notes and supplementary information thereto), together with the report thereon of PricewaterhouseCoopers LLP, independent certified public accountants (the audited and unaudited financial statements for the fiscal year ending December 31, 2003 will collectively be referred to as the "Seller Balance Sheet"). The Interim Financial Statements were properly prepared Seller Balance Sheet and notes thereon, fairly present the financial condition and the results of operations, changes in stockholders' equity, and cash flow of Seller as at the date of and for the periods referred to in such financial statement, all in accordance with U.S. generally accepted accounting basesprinciples; the financial statements referred to in this Section 2.6 reflect the consistent application of such accounting principles throughout the periods involved, policies, practices and procedures consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with that adopted except as disclosed in the preparation of its management accounts for all periods ended during the 9 months prior notes to September 30, 2004. Such Interim Financial Statements are a fair presentation of the state of affairs of the such financial condition of the Acquired Companies as of the dates thereofstatements.

Financial Statements. (a) Attached as Part 4.4 The Company has delivered to U.S. Concrete true, complete and correct copies of the Parent Disclosure Schedule is a copy of each of the following financial statements: (i) audited consolidated the reviewed balance sheets of the Acquired Companies Company as at of December 31, 1996, 1997 and 1998 and the fiscal years’ related reviewed statements of operations, stockholders' equity and cash flows for the three-year period ended December 31, 2003 and December 31, 2002, and the related audited consolidated statements of income, changes in shareholders’ equity, and cash flow for each of the fiscal years then ended1998, together with the related notes, schedules and report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ the Company's independent accountants (collectivelysuch balance sheets, the “Company Audited 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 ; and (ii) an the unaudited consolidated balance sheet of the Acquired Companies as at September 30, 2004 (the “"Interim Balance Sheet”") of the Company as of June 30, 1999 (the "Balance Sheet Date") and the related unaudited consolidated statements of incomeoperations, changes in shareholders’ equity, stockholders' equity and cash flow flows for the nine six-month period ended on the Balance Sheet Date, together with the related notes and schedules (9) months then ended 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 "Interim Financial Statements"). The Year-End Financial Statements and the Interim Financial Statements (collectively, the “Interim "Financial Statements” and together with the Interim Balance Sheet and Company Audited Financial Statements, the “Company Financial Statements”).") are attached as Schedule 5.05 to this Agreement; (b) The Company Audited Except as set forth in Schedule 5.05, the Financial Statements: (i) present a true Statements have been prepared from the books and fair view records of the state Company in conformity with GAAP and present fairly the financial position and results of affairs operations of the financial condition and the results of operations, changes in shareholders’ equity, and cash flow Company as of the Acquired Companies as at the respective dates of such statements and for the periods referred to in such financial statements; (ii) covered thereby. The books of account of the Company have been prepared kept accurately in accordance with UK GAAPall material respects in the ordinary course of business, subject to the notes set out in such financial statements; transactions entered therein represent bona fide transactions, and (iii) the revenues, expenses, assets and liabilities of the Company have been prepared using properly recorded therein in all material respects. Within the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement past five fiscal years of the Acquired Companies in respect of each of the two financial years preceding the financial year ended on the December 31Company, 2003, except as disclosed in the notes to the 2003 Company Audited Financial Statements. (c) The Interim Financial Statements were properly prepared in accordance with accounting bases, policies, practices and procedures consistent with those used in preparing the Company Audited Financial Statements and has not received any correspondence with its accountants, including without limitation, management letters, which have indicated or disclosed that there is a "material weakness" in a manner consistent or "reportable condition" with that adopted in respect to (as those terms are defined under GAAP) the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation of the state of affairs of the Company's financial condition of the Acquired Companies as of the dates thereofcondition.

Financial Statements. (a) Attached as Part 4.4 Set forth on Section 4.6 of the Parent Seller Disclosure Schedule is a copy of each of are (collectively, the “Financial Statements”): (ia) the audited consolidated balance sheets of Seller and its Subsidiaries (including the Acquired Companies Company Group) as at of the fiscal years’ years ended December 31, 2003 2023 and December 31, 2002, 2022 and the related audited consolidated statements of incomeoperations, changes in shareholdersequityholders’ equity, equity and cash flow flows for each of the fiscal respective years then ended, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ then-ended (collectively, the “Company Audited Financial Statements”), ) and (iib) an the unaudited consolidated balance sheet of Seller and its Subsidiaries (including the Acquired Companies Company Group) as at September of June 30, 2004 2024 (such date, the “Balance Sheet Date”), and the related consolidated statements of operations, equityholders’ equity and cash flows for the six-month period then-ended and in all cases also presenting the corresponding year-to-date unaudited consolidated financial statements for the comparative periods in 2023 (the “Interim Balance Sheet”) and the related unaudited consolidated statements of income, changes in shareholders’ equity, and cash flow for the nine (9) months then ended (collectively, the “Interim Financial Statements” and together with the Interim Balance Sheet and Company Audited Financial Statements, the “Company Unaudited Financial Statements”). The Audited Financial Statements have been audited in accordance with auditing standards of the American Institute of Certified Public Accountants (“AICPA”) by a Public Company Accounting Oversight Board (“PCAOB”) registered firm. The Unaudited Financial Statements will be reviewed in accordance with review standards of the AICPA by a PCAOB registered firm by the Closing Date. Except as set forth on Section 4.6 of the Seller Disclosure Schedule, the Financial Statements present fairly, in all material respects, respectively, the consolidated financial position, statements of operations, equityholders’ equity and cash flows of Seller and its Subsidiaries (including the Company Group), at the respective dates set forth therein and for the respective periods covered thereby, and were prepared from the books and records of Seller and its Subsidiaries (including the Company Group) in all material respects in accordance with the Accounting Principles (except, in the case of the unaudited financial statements, for the absence of footnotes and any year-end adjustments), except as otherwise noted therein. (b) The Company Audited Financial Statements: (i) present a true and fair view Between the members of the state of affairs Company Group on one hand, and Seller and its Affiliates (other than the members of the financial condition Company Group) on the other hand, all intercompany payables and receivables (such payables and receivables, the results of operations, changes in shareholders’ equity, and cash flow of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements; (ii“Intercompany Payables”) will have been prepared in accordance with UK GAAP, subject to settled or waived on or before the notes set out in such financial statements; and (iii) have been prepared using the same bases, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement of the Acquired Companies in respect of each of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed in the notes to the 2003 Company Audited Financial StatementsClosing Date. All Intercompany Payables reflect reasonable market prices for equivalent goods or services. (c) The Interim Financial Statements were properly prepared Except as set forth in accordance with accounting bases, policies, practices and procedures consistent with those used in preparing the Company Audited Financial Statements and in a manner consistent with that adopted in the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation Section 4.6(c) of the state of affairs of Seller Disclosure Schedule, all Indebtedness will be discharged at the financial condition of the Acquired Companies as of the dates thereofClosing.

Financial Statements. (a) Attached as Part 4.4 Section 4.07(a) of the Parent Company Disclosure Schedule is a copy of each are true and complete copies of the (i) audited consolidated balance sheets sheet of the Acquired Companies Company and the Company Subsidiaries as at of the fiscal years’ ended years December 31, 2003 2019 and December 31, 2002, 2020 and the related audited consolidated statements of incomeoperations, changes in shareholderscash flows and stockholders’ equity, and cash flow for each equity of the fiscal Company and the Company Subsidiaries for the years then ended, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ ended (collectively, the “Company Audited Annual Financial Statements”), . The Audited Annual Financial Statements (including the notes thereto) (i) were 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) and (ii) an fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the periods indicated therein, except as otherwise noted therein. (b) Attached as Section 4.07(b) of the Company Disclosure Schedule are true and complete copies of the unaudited consolidated balance sheet of the Acquired Companies Company and the Company Subsidiaries as at of September 30, 2004 2021 (the “Interim Most Recent Balance Sheet”) ), and the related unaudited consolidated statements of incomeoperations, changes in shareholderscash flows and stockholders’ equity, equity of the Company and cash flow the Company Subsidiaries for the nine (9) months nine-month period then ended (collectively, the “Interim Unaudited Financial Statements” and and, together with the Interim Balance Sheet and Company Audited Annual Financial Statements, the “Company Financial Statements”). (b) . The Company Audited Unaudited Financial Statements: Statements (i) present were prepared in accordance with GAAP applied on a true consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and fair view (ii) fairly present, in all material respects, the financial position, results of operations and cash flows of the state of affairs Company and the Company Subsidiaries as of the financial condition and the results of operations, changes in shareholders’ equity, and cash flow of the Acquired Companies as at the respective dates of date thereof and for the periods referred to in such financial statements; indicated therein, except (iix) have been prepared in accordance with UK GAAP, subject to the notes set out in such financial statements; as otherwise noted therein and (iiiy) have been prepared using for the same basesabsence of footnotes and disclosures required by GAAP and the absence of year-end adjustments required by GAAP (none of which will be material, accounting policies, practices and methods adopted in preparing the audited consolidated financial statement of the Acquired Companies in respect of each of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed individually or in the notes to the 2003 Company Audited Financial Statementsaggregate). (c) The Interim Except as and to the extent set forth on the Financial Statements were properly Statements, neither the Company nor any of the Company Subsidiaries has any liability or obligation required to be set forth on a consolidated balance sheet of the Company and the Company Subsidiaries that is prepared in accordance with GAAP except for: (i) liabilities that were incurred in the ordinary course of business since the date of the Most Recent Balance Sheet, (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party, (iii) liabilities for transaction expenses in connection with this Agreement and the Transactions or (iv) such other liabilities and obligations which, individually or in the aggregate, have not resulted in and would not reasonably be expected to result in a Company Material Adverse Effect. (d) Since January 1, 2018, (i) neither the Company nor any Company Subsidiary nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting basesor auditing practices, policiesprocedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls (including any significant deficiency relating thereto), including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and procedures consistent with those used in preparing (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Company Audited Financial Statements and Board or any committee thereof. (e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in a any other manner consistent with that adopted discriminated against an employee of the Company or any Company Subsidiary in the preparation terms and conditions of its management accounts for all periods ended during the 9 months prior to September 30, 2004employment because of any act of such employee described in 18 U.S.C. sec. Such Interim Financial Statements are a fair presentation of the state of affairs of the financial condition of the Acquired Companies as of the dates thereof1514A(a).

Financial Statements. (a) Attached as Part 4.4 to Section 4.6(a) of the Parent TAO Disclosure Schedule is a copy are true, correct and complete copies of each of the (i) the audited consolidated balance sheets of the Acquired Companies TAO Group Intermediate Holdings LLC, (“TAO Intermediate”) and its Subsidiaries as at the fiscal years’ ended of each of December 31, 2003 and 2018, December 31, 20022019 and June 28, 2020, and the related audited consolidated statements of incomeincome (or with respect to the June 28, 2020 statement, the consolidated statement of operations), changes in shareholders’ equity, member’s equity and cash flow flows of TAO Intermediate and its Subsidiaries for each of the years (or with respect to the June 28, 2020 statements, the fiscal years year) then ended, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ ended (collectively, the “Company TAO Audited Financial Statements”), ) and (ii) an the unaudited consolidated balance sheet of the Acquired Companies TAO Intermediate and its Subsidiaries as at September 30of December 27, 2004 2020 (the “Interim TAO Unaudited Balance Sheet”) and the related unaudited consolidated statements of incomeoperations, changes in shareholders’ equity, member’s equity and cash flow flows of TAO Intermediate and its Subsidiaries for the nine (9) six months then ended (collectively, the “TAO Interim Financial Statements” and and, together with the Interim Balance Sheet and Company TAO Audited Financial Statements, the “Company TAO Financial Statements”). (b) The Company Audited TAO Financial Statements: (i) present a true and fair view of the state of affairs of the financial condition and the results of operations, changes in shareholders’ equity, and cash flow of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements; (ii) have been prepared in accordance with UK GAAP, subject to the notes set out thereto, (i) were derived from the books of account and other financial records of TAO Intermediate and its Subsidiaries, (ii) present fairly, in such all material respects, the financial statements; condition and results of operations and cash flows of TAO Intermediate and its Subsidiaries as of the dates thereof or for the periods covered thereby and (iii) have been were prepared using in accordance with GAAP applied on a basis consistent throughout the same basesperiods covered thereby, accounting policiesin each case, practices subject to the assumptions and methods adopted in preparing the audited consolidated financial statement of the Acquired Companies in respect of each of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed adjustments set forth in the TAO Financial Statements; provided that the TAO Interim Financial Statements are subject to normal recurring year-end adjustments (that would not be material in amount or effect) and the absence of notes may not contain disclosures normally made in footnotes. All accounts, books, records and ledgers maintained by the TAO Group Entities are accurately kept and are true, correct and complete in all material respects. TAO has delivered to Hakkasan Parent copies of all letters from the auditors of TAO or the TAO Group Entities to the 2003 Company Audited Financial Statementsboards of directors or managers or equivalent governing bodies thereof since January 1, 2016 that are in TAO’s, a TAO Group Entity’s or their respective Affiliates’ possession, together with copies of all responses thereto. (c) The Interim Financial Statements were properly prepared TAO Group Entities maintain a system of internal accounting controls sufficient, in all material respects, to provide reasonable assurance that (i) material transactions are executed in accordance with accounting basesmanagement’s general or specific authorizations, policies(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. Since January 1, practices and procedures consistent with those used in preparing 2016, to the Company Audited Financial Statements and Knowledge of TAO, no manager, director or officer, including the chief financial officer (or another officer acting in a manner consistent with that adopted similar capacity) of any TAO Group Entity has been involved in or accused of fraud involving the TAO Business regardless of materiality. (d) Since January 1, 2016, neither any TAO Group Entity nor, to the Knowledge of TAO, any Representative of any TAO Group Entity or TAO has received any written notification or claim of any (i) “significant deficiency” in the preparation of its management accounts for all periods ended during the 9 months prior to September 30, 2004. Such Interim Financial Statements are a fair presentation internal controls over financial reporting of the state of affairs TAO Group Entities, (ii) “material weakness” in the internal controls over financial reporting of the financial condition TAO Group Entities or (iii) actual fraud that involves management or other employees of the Acquired Companies as TAO Group Entities who have a significant role in the internal controls over financial reporting of the dates thereofTAO Group Entities. (e) No TAO Group Entity is subject to any “off-balance sheet arrangement” (as referred to in Item 303(b) of Regulation S-K under the Securities Act).