Common use of Financial Statements; Undisclosed Liabilities Clause in Contracts

Financial Statements; Undisclosed Liabilities. (a) Section ‎3.4(a) of the Company Disclosure Schedules sets forth true and complete copy of the unaudited consolidated statements of financial position of the Current Companies as of June 30, 2023 and June 30, 2024 (provided that the financial statements as of and for the year ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) (the “Latest Balance Sheet Date”) and the related consolidated statements of profit or loss and other comprehensive income (loss), changes in equity and cash flows of the Current Companies for the twelve month periods then ended (collectively, the “Company Financial Statements”). Each of the Company Financial Statements (including the notes thereto) (A) was prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Current Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) No Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance with IFRS, except (i) as reflected on the Company Financial Statements, (ii) for Liabilities incurred in the ordinary course of business since the Latest Balance Sheet Date (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), and (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactions. (c) The Company has established and maintains systems of internal accounting controls that are designed to provide, in 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 IFRS and to maintain accountability for the Company’s assets. The Company maintains and, for all periods covered by the Company Financial Statements, has maintained books and records of the Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (d) Since January 1, 2022, the Company has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.

Financial Statements; Undisclosed Liabilities. (a) The Company has made available to SPAC (i) the audited consolidated balance sheets of the Group Companies as of December 31, 2020 (including any comparison figures to the year ended December 31, 2019) and the related statements of operations, changes in shareholders’ equity and cash flows of the Group Companies for the year ended December 31, 2020 (including any comparison figures to the year ended December 31, 2019) and (ii) the unaudited consolidated balance sheets of the Group Companies as of June 30, 2021 (the “Latest Balance Sheet”), each of which are attached as Section ‎3.4(a3.4(a) of the Company Disclosure Schedules sets forth true (all such balance sheets and complete copy of the unaudited consolidated statements of financial position of the Current Companies as of June 30statements, 2023 and June 30, 2024 (provided that the financial statements as of and for the year ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) (the “Latest Balance Sheet Date”) and the related consolidated statements of profit or loss and other comprehensive income (loss), changes in equity and cash flows of the Current Companies for the twelve month periods then ended (collectively, the “Company Financial Statements”). Each of the Company Financial Statements (including the notes thereto) (A) was prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) is based upon and consistent with information contained in the books and records of the Company and (C) fairly presentspresents in all material respects in accordance with IFRS the financial position, results of operations and cash flows of the Group Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. All financial statements delivered pursuant to Section 5.14(b), (A) will be prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and, in the case of unaudited financial statements, subject to normal year-end adjustments and the absence of footnotes) and (B) will fairly present, in all material respects, the financial position, results of operations and cash flows of the Current Group Companies as at of the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) No Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance with IFRS, except Except (i) as reflected set forth on the Company Financial Statementsface of or otherwise provided for in the Latest Balance Sheet (or the notes thereto), (ii) for Liabilities incurred in the ordinary course of business since the date of the Latest Balance Sheet Date (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), ) and (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactions, none of the Group Companies nor Merger Sub has any Liabilities of the type required to be set forth on a balance sheet in accordance with GAAP that would be material to the Group Companies, taken as a whole. (c) The Company has Group Companies have established and maintains maintain systems of internal accounting controls that are designed to provide, in 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 IFRS GAAP and to maintain accountability for the Company’s Group Companies’ assets. The Company maintains Group Companies maintain and, for all periods covered by the Company Financial Statements, has have maintained books and records of the Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respectsbusiness. (d) Since January 1, 20222019, the no Group Company has not determined or otherwise received any written complaint, or, to the knowledge of the Company, any allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting of the Company Group Companies or (iii) fraud, whether or not material, that involves management or other employees of the Company Group Companies who have a significant role in the internal controls over financial reporting of the CompanyGroup Companies.

Financial Statements; Undisclosed Liabilities. (a) Section ‎3.4(a) of the The Company Disclosure Schedules sets forth has made available to MEOA a true and complete copy of (i) the unaudited audited consolidated balance sheets of the Company as of July 31, 2021 and July 31, 2020, and the related audited consolidated statements of financial position of the Current Companies as of June 30operations, 2023 and June 30, 2024 (provided that the financial statements as of and for the year ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) (the “Latest Balance Sheet Date”) and the related consolidated statements of profit or loss and other comprehensive income (loss), changes in equity stockholders’ deficit and cash flows of the Current Companies Company for the twelve month periods years then ended (collectively, the “Company Audited Financial Statements”) and (ii) the unaudited consolidated balance sheets of the Company as of April 30, 2022 and July 31, 2021 (the balance sheet as of April 30, 2022, the “Latest Balance Sheet”) and the related unaudited consolidated statements of operations of the Company for the three-month and nine-month periods then ended, consolidated statements of stockholders’ deficit of the Company for the nine-month period then ended, and consolidated statements of cash flows of the Company for the nine-month period then ended (collectively, the “Unaudited Financial Statements”, and, together with the Company Audited Financial Statements, the “Financial Statements”). Each of the Company Financial Statements (including the notes thereto) (A) was prepared in accordance with IFRS GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Current Companies Company as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, (C) in the case of the Financial Statements described in clause (i) of the preceding sentence, were audited in accordance with the standards of the PCAOB and (D) comply in all material respects with the applicable accounting requirements and with the applicable rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X). (b) No Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance with IFRS, except Except (i) as reflected set forth on the Company Financial Statementsface of the Latest Balance Sheet, (ii) for Liabilities incurred in the ordinary course of business since the date of the Latest Balance Sheet Date (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), and (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactionstransactions contemplated hereby or thereby, (iv) for executory obligations under contracts to which any member of the Group Companies is a party (other than Liabilities for breach thereof), and (v) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance with GAAP. (c) The PPP Loan was forgiven in full on April 15, 2021 and May 13, 2021 and as of the date hereof, no Group Company has established is subject to any further obligations or liabilities thereunder. The Company’s application for the PPP Loan and maintains systems of internal accounting controls that are designed application for forgiveness thereof, including all representations and/or certifications contained therein, including representations and certifications as to providethe Company’s need to obtain the PPP Loan, was true, correct and complete in all material respects, reasonable assurance that (i) all transactions are executed respects and was otherwise completed in accordance in all material respects with management’s authorization the rules and (ii) all transactions are recorded as necessary to permit preparation regulations of proper and accurate financial statements in accordance with IFRS and to maintain accountability for the Company’s assetsPPP Program. The Company maintains and, was an “eligible recipient” under the CARES Act and the PPP Program. The Company used the proceeds of the PPP Loan solely for all periods covered the purposes permitted by the Company Financial Statements, has maintained books CARES Act and records of the Group Companies in PPP Program. Except for the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (d) Since January 1, 2022PPP Loan, the Company has not determined applied for or otherwise received any written complaint, allegation, assertion or claim that there is accepted (i) “significant deficiency” in any loan pursuant to the internal controls over financial reporting of the Group CompaniesPPP Program, (ii) a “material weakness” in any funds pursuant to the internal controls over financial reporting Economic Injury Disaster Loan program or an advance on an Economic Injury Disaster Loan pursuant to Section 1110 of the Company CARES Act, or (iii) fraud, whether any loan or not material, that involves management or other employees of funds from applicable Law enacted by any Governmental Entity in response to the Company who have a significant role in the internal controls over financial reporting of the CompanyCOVID-19 pandemic.

Financial Statements; Undisclosed Liabilities. (a) Section ‎3.4(aAttached hereto as Schedule 3.10(a) are (i) audited balance sheets of the Company Disclosure Schedules sets forth true as of December 31, 2005 and complete copy the related statements of operations and cash flows for the year ended December 31, 2005, and (ii) draft balance sheets of the unaudited consolidated Company as of December 31, 2006 and December 31, 2007, and the related statements of financial position of operations and cash flows for the Current Companies as of June 30years ended December 31, 2023 2006 and June 30December 31, 2024 2007, respectively (provided that the financial statements as of and for the year fiscal years ended June 30December 31, 2024 were provided without footnotes 2006 and do not reflect any pro forma adjustments relating December 31, 2007 described in this clause (ii) shall be collectively referred to non-recurring transactions after the balance date) (herein as the “Latest Balance Sheet Date”) and the related consolidated statements of profit or loss and other comprehensive income (loss), changes in equity and cash flows of the Current Companies for the twelve month periods then ended (collectively, the “Company Draft Financial Statements”). Each of The balance sheet as at December 31, 2007 is referred to herein as the Company “December 2007 Balance Sheet.” The Draft Financial Statements (including i) were prepared from the notes theretoBooks and Records; (ii) (A) was except as set forth on Schedule 3.10(a), were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (GAAP, except as may be indicated in the notes thereto), thereto and except for the absence of footnotes and subject to normal year-end adjustments; and (Biii) fairly presents, and accurately present in all material respects, respects the Company’s financial position, condition and the results of its operations and cash flows as of the Current Companies as at the date thereof their respective dates and for the period indicated therein, except as otherwise specifically noted thereinperiods then ended (subject to the absence of footnotes and subject to normal year-end adjustments). (b) No Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance with IFRS, except Except (i) as specifically disclosed, reflected or fully reserved against on the Company Financial StatementsDecember 2007 Balance Sheet, (ii) for Liabilities liabilities and obligations incurred in the ordinary course of business since the Latest date of the December 2007 Balance Sheet Date (none of which is a Liability for breach of contractSheet, breach of warranty, tort, infringement or violation of Law), and (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documentsliabilities and obligations, the performance existence of their respective covenants which would not reasonably be expected to result in a Material Adverse Effect and (iv) liabilities and obligations set forth on Schedule 3.10(b), there are no liabilities or agreements in this Agreement obligations of any nature (whether accrued, absolute, contingent, liquidated or any Ancillary Document unliquidated, unasserted or otherwise) required to be disclosed on a balance sheet (or the consummation of the Transactions. (cnotes thereto) The Company that has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed been prepared 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 IFRS and to maintain accountability for the Company’s assets. The Company maintains and, for all periods covered by the Company Financial Statements, has maintained books and records of the Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (d) Since January 1, 2022, the Company has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not materialGAAP, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Companynot been disclosed therein.

Financial Statements; Undisclosed Liabilities. (a) Section ‎3.4(a) of The Company has made available to the Company Disclosure Schedules sets forth Investors a true and complete copy of (i) the audited consolidated carve-out balance sheets of the homebuilding operations of the Company as of December 31, 2021 and December 31, 2020, and the related statements of income, changes in shareholders’ and other Affiliates’ net investment and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes (the “Year End Financial Statements”), and (ii) the unaudited consolidated statements of financial position balance sheets of the Current Companies homebuilding operations of the Company as of June September 30, 2023 and June 30, 2024 (provided that the financial statements as of and for the year ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) 2022 (the “Latest Balance Sheet DateSheet”) and December 31, 2021, and the related consolidated statements of profit or loss and other comprehensive income (loss)income, changes in equity shareholders’ and other Affiliates’ net investment and cash flows for each of the Current Companies for nine-months ended September 30, 2022 and September 30, 2021 (the twelve month periods then ended (collectively“Interim Financial Statements,” and together with the Year End Financial Statements, the “Company Financial Statements”). Each of the Company Financial Statements (including the notes and schedules thereto) (A) was prepared in accordance with IFRS GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), and (B) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Current Companies homebuilding operations of the Company as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) No Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance with IFRS, except Except (i) as reflected set forth on the Company face of the Year End Financial StatementsStatements for 2021, (ii) for Liabilities incurred in the ordinary course of business since the Latest Balance Sheet Date date of the Year End Financial Statements for 2021 (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), and (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documentsand the BCA, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document and the BCA or the consummation of the Transactionstransactions contemplated hereby or thereby, (iv) for executory obligations under contracts to which the homebuilding operations of the Company are subject (other than Liabilities for breach thereof) and (v) for Liabilities that are not, and would not reasonably be expected to be, individually or in the aggregate, material to the homebuilding operation of the Company, taken as a whole, the homebuilding operations of the Company have no Liabilities of the type required to be set forth on a balance sheet in accordance with GAAP consistently applied and in accordance with past practice. (c) The Company has Group Companies have established and maintains maintain systems of internal accounting controls that are designed sufficient to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and authorization, (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with IFRS GAAP and to maintain accountability for the Group Companies’ assets and (iii) any unauthorized acquisition, use or disposition of a Group Company’s assetsassets that could have a material effect on its financial statements will be prevented or timely detected. The Company maintains Group Companies maintain and, for all periods covered by the Company Financial Statements, has have maintained books and records of the Group Companies in the ordinary course of business that are accurate true and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (d) Since January 1, 2022, Except as disclosed in Section 3.4(d) of the Company Disclosure Schedules, in the last three (3) years there has not determined or otherwise received been any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group CompaniesCompanies to the Company’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of the Company Group Companies to the Company’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of the Company Group Companies who have a significant role in the internal controls over financial reporting of the Group Companies. In the last three (3) years, no Group Company has received any written or, to the knowledge of the Company, oral complaint, allegation, assertion or claim in respect of the matters described in the foregoing sentence. The Company has not had any material complaints made or concerns raised by any employee, contractor or Representative relating to a violation of Laws. The Company has not had any material written complaints made by any employee, contractor or Representative related to foregoing clauses (i) through (iii) of this Section 3.4(d).

Financial Statements; Undisclosed Liabilities. (a) Section ‎3.4(a) The Company has prepared, or caused to be prepared, and made available to Buyer or its advisors the audited financial statements of the Company Disclosure Schedules sets forth true (including the balance sheet and complete copy the related statements of operations, shareholders’ capital and cash flows of the Company) as of and for each of the fiscal years ended December 25, 2013, and December 30, 2014 and the unaudited consolidated financial statements of financial position the Company (including the balance sheet and the related statements of operations, shareholders’ capital and cash flows of the Current Companies as of June 30, 2023 and June 30, 2024 (provided that the financial statements Company) as of and for the year to date period ended June 3020, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) (the “Latest Balance Sheet Date”) and the related consolidated statements of profit or loss and other comprehensive income (loss), changes in equity and cash flows of the Current Companies for the twelve month periods then ended 2015 (collectively, the “Company Financial Statements”). Each of Except as set forth therein, the Company Financial Statements (including the notes thereto) (A) was have been prepared in accordance with IFRS GAAP and applied on a consistent basis throughout the periods indicated therein and with each other, (except as may be indicated in that such financial statements which are unaudited do not contain all of the notes theretofootnotes required under GAAP and are subject to year-end adjustments), (B) fairly presentsand present fairly, in all material respects, the financial position, results of operations and cash flows of the Company as of the respective dates and during the respective periods indicated therein. The unaudited balance sheet of the Company as of June 20, 2015 shall be referred to in this Agreement as the “Current Companies as at Balance Sheet” and the date thereof and for shall be referred to in this Agreement as the period indicated therein, except as otherwise specifically noted therein“Balance Sheet Date.” (b) No Group The Company has any no material Liabilities of the type that would be required to be set forth shown on a balance sheet the Company Financial Statements in accordance with IFRSGAAP, except other than (i) as disclosed, reflected on or reserved against in the Company Financial Statements, Statements and (ii) for Liabilities incurred in the ordinary course of business consistent with past practice since the Latest Balance Sheet Date (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or and not otherwise in violation of Law)this Agreement, and or (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation otherwise disclosed on Section 3.6(b) of the TransactionsCompany Disclosure Schedule. (c) The Company has established and maintains systems To the Knowledge of internal accounting controls the Company, there have been no instances of fraud that are designed to provide, in 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 IFRS and to maintain accountability for involve the Company’s assets. The Company maintains and, for all periods covered by the Company Financial Statements, has maintained books and records of the Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (d) Since January 1, 2022, the Company has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the Company’s system of internal controls control over financial reporting reporting. (d) The financial books and records of the CompanyCompany represent actual, bona fide transactions. (e) All accounts receivable and notes receivable due and uncollected of the Company reflected on the Company Financial Statements or arising subsequent to the Balance Sheet Date have arisen from bona fide transactions in the ordinary course of business consistent with past practice. The Company has good and marketable title to its accounts receivable, free and clear of all Encumbrances except for Permitted Encumbrances. (f) Since the Balance Sheet Date, there have not been any write-offs of any notes or accounts receivable of the Company nor is there any such write-off that has not been made but that is required to be made consistent with past practice, as of the date of this Agreement, except in each case for write-offs that were properly recorded on the Company Financial Statements.

Financial Statements; Undisclosed Liabilities. (a) Section ‎3.4(a) Correct and complete copies of the following financial statements are attached hereto as Schedule 3.3(a): (i) (A) the consolidated balance sheet of each Company Disclosure Schedules sets forth true as of February 29, 2016, and complete copy of (B) the unaudited related consolidated statements of financial position operations for the two-month period then ended, and (ii) (A) the consolidated balance sheet of the Current Companies each Company as of June 30December 31, 2023 2015 (the “Latest Balance Sheet” and June 30, 2024 (provided that the financial statements as of and for the year ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) (date thereof being the “Latest Balance Sheet Date”) and December 31, 2014 and (B) the related consolidated statements of profit or loss and other comprehensive income (loss), changes in equity and cash flows of the Current Companies operations for the twelve month periods years then ended ((i) and (ii) collectively, the “Company Financial Statements”). Each of the Company Financial Statements (including the notes thereto) (A) was prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Current Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) The Financial Statements (i) have been prepared in accordance with the books and records of such Company, (ii) present fairly in all material respects the consolidated financial position and consolidated results of operation of such Company as of the dates thereof and for the time periods then ended and (iii) have been prepared in all material respects in accordance with GAAP consistently applied in accordance with past practices throughout the period covered thereby. (c) No Group Company has any Liabilities with respect to any Indebtedness or Transaction Expenses. (d) No Company has any Liabilities of the a type required to be set forth reflected in, reserved against or otherwise described on a balance sheet prepared in accordance with IFRSGAAP, except for (i) as Liabilities to the extent reflected on in the Company Financial Statements, Latest Balance Sheet and (ii) for Liabilities incurred that have arisen since the Latest Balance Sheet Date in the ordinary course of business since the Latest Balance Sheet Date consistent with past practice (none of which is are material (individually or in the aggregate) and none of which relate to a Liability for breach of contract, breach of warranty, tort, infringement Contract or a violation of Law), and (iii) for Liabilities incurred in connection with the negotiationOrder or Permit, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the TransactionsProceedings). (ce) The Company has established and maintains systems of internal accounting controls that There are designed to provide, in all material respects, reasonable assurance that (i) all no securitization 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 IFRS and to maintain accountability for the Company’s assets. The Company maintains and, for all periods covered by the Company Financial Statements, has maintained books and records of the Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (d) Since January 1, 2022, the Company has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees “off-balance sheet arrangements” (as that term is defined in Item 303 of Regulation S-K under the Securities Act) to which any Company who have a significant role in the internal controls over financial reporting of the Companyis party and has any continuing Liability.

Financial Statements; Undisclosed Liabilities. (a) Section ‎3.4(aThe financial statements of Cadence (including any related notes and schedules thereto) included in Cadence Reports complied as to form, as of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the Company Disclosure Schedules sets forth true date of such subsequent filing), in all material respects, with all applicable accounting requirements and complete copy with the published rules and regulations of the SEC with respect thereto (except, in the case of unaudited consolidated statements of financial position statements, as permitted by Form 10-Q of the Current Companies as of June 30, 2023 and June 30, 2024 (provided that the financial statements as of and for the year ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) (the “Latest Balance Sheet Date”) and the related consolidated statements of profit or loss and other comprehensive income (lossSEC), changes in equity and cash flows of the Current Companies for the twelve month periods then ended (collectively, the “Company Financial Statements”). Each of the Company Financial Statements (including the notes thereto) (A) was were prepared in accordance with IFRS GAAP applied on a consistent basis throughout during the periods indicated involved (except as may be indicated in the notes theretodisclosed therein), (B) and fairly presentspresent, in all material respects, the consolidated financial position, position of Cadence and its Subsidiaries and the consolidated results of operations operations, changes in shareholders’ equity and cash flows of such companies as of the Current Companies as at the date thereof dates and for the period indicated periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which is expected to be material, and to any other adjustments described therein, except as otherwise specifically noted thereinincluding the notes thereto). The books and records of Cadence and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (b) No Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance with IFRS, except Except for (i) those liabilities that are fully reflected or reserved for in the consolidated financial statements of Cadence included in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2010, as reflected on filed with the Company Financial StatementsSEC, (ii) for Liabilities this Agreement, (iii) liabilities incurred since June 30, 2010 in the ordinary course of business since the Latest Balance Sheet Date consistent with past practice, neither Cadence nor any of its Subsidiaries has incurred any material liability of any nature whatsoever (none of which is a Liability for breach of contractwhether absolute, breach of warranty, tort, infringement accrued or violation of Lawcontingent or otherwise and whether due or to become due), and (iii) for Liabilities incurred that either alone or when combined with all other liabilities of a type not described in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactions. (c) The Company has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that clause (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 IFRS and to maintain accountability for the Company’s assets. The Company maintains and, for all periods covered by the Company Financial Statements, has maintained books and records of the Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (d) Since January 1, 2022, the Company has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies), (ii) a “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud), whether has had, or not materialwould reasonably be expected to have, that involves management or other employees a Material Adverse Effect on the Condition of the Company who have a significant role in the internal controls over financial reporting of the CompanyCadence.

Financial Statements; Undisclosed Liabilities. (a) Except as set forth in Section ‎3.4(a) 3.6 of the Company Seasons Disclosure Schedules sets forth true and complete copy of the unaudited consolidated statements of financial position of the Current Companies as of June 30Schedule, 2023 and June 30, 2024 (provided that the financial statements as of and for the year ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) (the “Latest Balance Sheet Date”) and the related consolidated statements of profit or loss and other comprehensive income (loss), changes in equity and cash flows of the Current Companies for the twelve month periods then ended (collectively, the “Company Financial Statements”). Each of the Company Financial Statements Seasons (including the any related notes thereto) included in the Seasons Reports complied as to form, as of their respective dates of filing with the SEC (A) was or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, as permitted by Form 10-QSB of the SEC), have been prepared in accordance with IFRS GAAP applied on a consistent basis throughout during the periods indicated involved (except as may be indicated in the notes theretodisclosed therein), (B) and fairly presentspresent, in all material respects, the consolidated financial position, position of Seasons and its consolidated Subsidiaries and the consolidated results of operations operations, changes in stockholders’ equity and cash flows of such companies as of the Current Companies as at the date thereof dates and for the period indicated thereinperiods shown. The books and records of Seasons and its Subsidiaries have been, except as otherwise specifically noted thereinand 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) No Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance with IFRS, except Except for (i) those liabilities that are fully reflected or reserved for in the consolidated financial statements of Seasons included in its Quarterly Report on Form 10-QSB for the fiscal quarter ended June 30, 2006, as reflected on filed with the Company Financial Statements, SEC or (ii) for Liabilities liabilities incurred since September 30, 2005 in the ordinary course of business since the Latest Balance Sheet Date consistent with past practice, neither Seasons nor any of its Subsidiaries has incurred any material liability of any nature whatsoever (none of which is a Liability for breach of contractwhether absolute, breach of warranty, tort, infringement accrued or violation of Lawcontingent or otherwise and whether due or to become due), and (iii) for Liabilities incurred in connection with the negotiation, preparation other than pursuant to or execution of as contemplated by this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the TransactionsAgreement. (c) The Company has established and maintains systems of internal accounting controls that are designed to provide, in 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 IFRS and to maintain accountability for the Company’s assets. The Company maintains and, for all periods covered by the Company Financial Statements, has maintained books and records of the Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (d) Since January 1, 2022, the Company has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.

Financial Statements; Undisclosed Liabilities. (a) Section ‎3.4(a(i) The audited consolidated balance sheets of the Company Disclosure Schedules sets forth true Group Companies as of December 31, 2020 and complete copy of December 31, 2021, and the unaudited related audited consolidated statements of financial position of the Current Companies as of June 30operations and comprehensive income, 2023 convertible preferred stock and June 30, 2024 (provided that the financial statements as of and for the year ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) (the “Latest Balance Sheet Date”) and the related consolidated statements of profit or loss and other comprehensive income (loss), changes in stockholders’ equity and cash flows of the Current Group Companies for each of the periods then ended and (ii) the unaudited consolidated balance sheets of the Group Companies as of December 31, 2021, and the related unaudited consolidated statements of operations, comprehensive income, convertible preferred stock and stockholders’ equity and cash flows of the Group Companies for the twelve twelve-month periods then ended (collectively, the “Closing Company Parties Financial Statements”). Each , when delivered following the date of the Company Financial Statements this Agreement in accordance with Section 5.17, (including the notes theretoi) (A) was will be prepared in accordance with IFRS GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (Bii) will fairly presentspresent, in all material respects, the financial position, results of operations and cash flows of the Current Companies Company Party and its Subsidiaries as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, and (iii) will comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (b) No Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance with IFRS, except Except (i) as reflected on set forth or disclosed in the Closing Company Parties Financial Statements, (ii) for Liabilities incurred in the ordinary course of business since the Latest Balance Sheet Date (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), and (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective its covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactionstransactions contemplated hereby or thereby, (iii) for Liabilities incurred in the ordinary course of business since the unaudited consolidated balance sheets of the Group Companies as of December 31, 2021 (the “Latest Balance Sheet Date”) or (iv) as otherwise set forth on Section 3.4(b) of the Company Parties Disclosure Schedule, no Company Party and its Subsidiaries has any Liabilities of the type required to be set forth on a balance sheet in accordance with GAAP. (c) The Each Company has Party and its Subsidiaries have established and maintains systems of internal accounting controls that are designed to provide, in 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 IFRS GAAP and to maintain accountability for the CompanyCompany Party’s and its Subsidiaries’ assets. The Company maintains Group Companies maintain and, for all periods covered by the Company Financial Statements, has have maintained books and records of the Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (d) Since January 1, 2022, Except as set forth in Section 3.4(d) of the Company Parties Disclosure Schedule, since December 31, 2018, no Company Party or its Subsidiaries has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the a Group CompaniesCompany to each Company Party’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of the a Group Company to each Company Party’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of the a Group Company who have a significant role in the internal controls over financial reporting of the a Group Company.

Financial Statements; Undisclosed Liabilities. (a) Section ‎3.4(aThe Company has made available to Purchaser (i) of the Company Disclosure Schedules sets forth a true and complete copy of (x) the audited consolidated balance sheet of American Seniors Association Holding Group, Inc. (“AMSA”), the predecessor in interest to the Company, as of December 31, 2022 and the related audited consolidated statements of operations and comprehensive loss, stockholders’ equity (deficit), and cash flows for AMSA for the period ended December 31, 2022, together with all related notes and schedules thereto, (y) the unaudited consolidated statements of financial position balance sheets of the Current Group Companies as of June 30December 31, 2023 and June 30, 2024 (provided that the financial statements as of and for the year ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance datez) (the “Latest Balance Sheet Date”) and the related audited and unaudited, respectively, consolidated statements of profit or loss operations and other comprehensive income (loss), changes in stockholders’ equity and cash flows of the Current Group Companies for each of the periods then ended, together with all related notes and schedules thereto, and (ii) the unaudited consolidated balance sheet of the Group Companies as of March 31, 2024 (the “Latest Balance Sheet”) and the related unaudited consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows of the Group Companies for the twelve month periods period then ended ended, together with all related notes and schedules thereto (clauses (i) and (ii), collectively, the “Company Financial Statements”). Each of the Company Financial Statements (including the notes thereto) (A) was prepared in accordance with IFRS GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Current Group Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, and (C) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (b) No Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance with IFRS, except Except (i) as reflected set forth on the Company Financial Statementsface of the Latest Balance Sheet, (ii) for Liabilities incurred in the ordinary course of business since the date of the Latest Balance Sheet Date (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), and (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactions. transactions contemplated hereby or thereby and (civ) The Company has established and maintains systems of internal accounting controls for Liabilities that are designed not and would not reasonably be expected to providebe, in 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 IFRS and to maintain accountability for the Company’s assets. The Company maintains and, for all periods covered by the Company Financial Statements, has maintained books and records of the Group Companies individually or in the ordinary course of business that are accurate and complete and reflect the revenuesaggregate, expenses, assets and liabilities of the Group Companies in all material respects. (d) Since January 1, 2022, the Company has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of to the Group Companies, (ii) taken as a “material weakness” in the internal controls over financial reporting whole, no Group Company has any Liabilities of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have type required to be set forth on a significant role balance sheet in the internal controls over financial reporting of the Companyaccordance with GAAP.

Financial Statements; Undisclosed Liabilities. (a) Section ‎3.4(aAttached hereto as Schedule 6.06(a) of the Company Disclosure Schedules sets forth are true and complete copy copies of the unaudited consolidated statements of financial position of the Current Companies as of June 30, 2023 and June 30, 2024 (provided that the financial statements of each of EFS and RPS consisting of (i) audited balance sheets of EFS and RPS as of December 31, 2013, 2012 and 2011and the related audited statements of income and members’ capital and cash flows for the year then ended June 30(including the notes or other supplementary information thereto) (collectively, 2024 were provided without footnotes the “Year-End Financial Statements”) and do not reflect any pro forma adjustments relating to non-recurring transactions after the (ii) balance date) sheets of EFS and RPS as of March 31, 2014 and 2013 (the “Latest Balance Sheet DateSheets”) ), and the related consolidated reviewed statements of profit or loss income and other comprehensive income (loss), changes in equity members’ capital and cash flows of the Current Companies for the twelve three-month periods period then ended (collectivelythe “Interim Financial Statements,” and, collectively with the Year-End Financial Statements, the “Company Financial Statements”). . (b) Each of the Company Financial Statements (including the notes or other supplementary information thereto) (Ai) was has been prepared in accordance with IFRS GAAP applied on a consistent basis throughout the periods indicated involved and (except as may be indicated in the notes thereto), (Bii) fairly presentspresent fairly, in all material respects, the financial position, position of EFS and RPS as of the respective dates thereof and the results of their operations and cash flows for the periods indicated, subject to the absence of notes and other textual disclosures required by GAAP. The books and records of EFS and RPS have been and are being maintained in all material respects in accordance with applicable legal and accounting requirements to permit preparation of the Current Companies as at the date thereof financial statements in accordance with GAAP and for the period indicated therein, except as otherwise specifically noted thereinto maintain asset accountability. (bc) No Group Company has any Liabilities of the type required to be Except as set forth on a balance sheet in accordance with IFRSSchedule 6.06(c), except no Acquired Entity has any liability (and, to the Knowledge of any Contributor, there is no reasonable basis for any action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against any Acquired Entity giving rise to any liability), other than (i) as reflected liabilities reserved or disclosed on the Company Financial Statementsface of the Latest Balance Sheet, (ii) for Liabilities incurred liabilities which have arisen after the date of the Latest Balance Sheet in the ordinary course of business since of the Latest Balance Sheet Date Acquired Entities (none of which results from, arises out of, relates to, is a Liability for in the nature of or was caused by any breach of contract, breach of warranty, tort, infringement or violation of LawLaws), and (iii) for Liabilities incurred liabilities which have been discharged or paid in connection with full after the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation date of the Transactions. (c) The Company has established and maintains systems of internal accounting controls that are designed to provide, in 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 IFRS and to maintain accountability for the Company’s assets. The Company maintains and, for all periods covered by the Company Financial Statements, has maintained books and records of the Group Companies Latest Balance Sheet in the ordinary course of business of the Acquired Entities (none of which results from, arises out of, relates to, is in the nature of or was caused by any breach of contract, breach of warranty, tort, infringement or violation of Laws) or (iv) liabilities that are accurate and complete and reflect obligations to perform pursuant to the revenues, expenses, assets and liabilities terms of any Contract binding on the Group Companies in all material respectsAcquired Entities. (d) Since January 1, 2022, the Company has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.

Financial Statements; Undisclosed Liabilities. (a) Section ‎3.4(a4.07 of the Seller Disclosure Schedule sets forth (i) the unaudited consolidated balance sheet of the Company Disclosure Schedules sets forth true as of January 3, 2016 (the “Balance Sheet”), and complete copy of the unaudited consolidated statements statement of financial position profit and loss of the Current Companies Company for the periods ended January 3, 2016and (ii) the audited consolidated balance sheet of the Company as of June 30September 27, 2023 2015, and June 30September 28, 2024 (provided that the financial statements as of and for the year ended June 302014, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) (the “Latest Balance Sheet Date”) and the related audited consolidated statements of profit or loss operations and other comprehensive income (loss), changes in equity and consolidated statements of cash flows of the Current Companies Company for the twelve month periods then fiscal years ended September 27, 2015, September 28, 2014 and September 29, 2013, together with the opinion of PricewaterhouseCoopers LLP, the Company’s independent auditor, thereon (the financial statements described in clause (ii) above, together with the notes to such financial statements, collectively, the “Company Audited Financial Statements” and the financial statements described in clauses (i) and (ii) above, together with the notes to such financial statements, collectively, the “Financial Statements”). Each Except as set forth on Section 4.07 of the Seller Disclosure Schedule, the Financial Statements have been prepared from the books and records of the Company Financial Statements (including the notes thereto) (A) was prepared and in accordance conformity with IFRS GAAP applied on a consistent basis throughout the periods indicated and the accounting procedures and policies of Seller consistently applied (except in each case as may be indicated described in the notes thereto), (B) fairly presents, . The Financial Statements present in all material respects, respects the combined financial position, condition and results of operations and cash flows of the Current Companies Company and the Company Subsidiaries as at of the date respective dates thereof and for the period indicated therein, except as otherwise specifically noted thereinrespective periods indicated. (b) No Group Company has any Liabilities of the type required Neither Seller nor, to be set forth on a balance sheet in accordance with IFRS, except (i) as reflected on the Company Financial Statements, (ii) for Liabilities incurred in the ordinary course of business since the Latest Balance Sheet Date (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), and (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactions. (c) The Company has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with managementSeller’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with IFRS and to maintain accountability for the Company’s assets. The Company maintains and, for all periods covered by the Company Financial Statements, has maintained books and records of the Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (d) Since January 1, 2022knowledge, the Company or the Company Subsidiaries or any employee, auditor, accountant or representative of the Company or any of the Company Subsidiaries has not determined or otherwise received any written complaint, allegation, assertion or claim regarding the inadequacy of the Company’s and the Company Subsidiaries’ systems and processes that there is are designed to (i) “significant deficiency” in provide reasonable assurances regarding the internal controls over financial reporting reliability of the Group Companies, Financial Statements and (ii) in a “material weakness” timely manner, accumulate and communicate to the Company’s principal executive officers and principal financial officers the type of information that is required to be disclosed in the internal controls over financial reporting Financial Statements or the accuracy or integrity of the Financial Statements. (c) Except for matters reflected or reserved against in the Financial Statements, neither the Company nor any of the Company Subsidiaries has any debts, liabilities, demands or obligations of any nature (iiiwhether absolute, accrued, contingent, fixed or otherwise) fraudof any nature that would be required under GAAP, whether or not materialas in effect on the date of this Agreement, that involves management or other employees to be reflected on a consolidated balance sheet of the Company who have a significant role (including the notes thereto), except liabilities that (i) were incurred since the date of the Balance Sheet in the internal controls over financial reporting ordinary course of business or (ii) are incurred in connection with the Companytransactions contemplated by this Agreement.

Financial Statements; Undisclosed Liabilities. (aA) Section ‎3.4(aThe Company has furnished to the Parent true, correct and complete copies of: (i) audited balance sheets of the Company Disclosure Schedules sets forth true and complete copy its subsidiaries as of December 31, 2002 and December 31 2003 and an unaudited balance sheet of the unaudited consolidated statements of financial position of the Current Companies Company and its subsidiaries as of June 30, 2023 2004; and (ii) audited income statements of the Company and its subsidiaries as of December 31, 2002 and December 31, 2003 and an unaudited income statement of the Company and its subsidiaries for the three-month periods ended March 31, 2004 and June 30, 2024 (provided that the financial statements as of and for the year ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) (the “Latest Balance Sheet Date”) and the related consolidated statements of profit or loss and other comprehensive income (loss), changes in equity and cash flows of the Current Companies for the twelve month periods then ended 2004 (collectively, the “"Company Financial Statements”"). Each of the The Company Financial Statements (including have been prepared by the notes thereto) (A) was prepared in accordance with IFRS applied Company and its subsidiaries on a consistent the basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Current Companies as at the date thereof books and for the period indicated therein, except as otherwise specifically noted therein. (b) No Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance with IFRS, except (i) as reflected on records maintained by the Company Financial Statements, (ii) for Liabilities incurred and its subsidiaries in the ordinary course of business since in a manner consistently used and applied throughout the Latest Balance Sheet Date periods involved. The Financial Statements have been prepared in accordance with generally accepted accounting principles (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), "GAAP") and (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactions. (c) The Company has established and maintains systems of internal accounting controls that are designed to provide, fairly present in all material respectsrespects the financial condition of the Company and its subsidiaries as at the respective dates thereof, reasonable assurance except that (i) all transactions are executed in accordance with management’s authorization the Company and (ii) all transactions are recorded its subsidiaries' unaudited balance sheet as necessary to permit preparation of proper June 30, 2004 and accurate financial income statements in accordance with IFRS and to maintain accountability for the Company’s assets. The Company maintains andthree-month periods ended March 31, for all periods covered by the Company Financial Statements2004 and June 30, has maintained books and records of the Group Companies 2004 are subject to normal year end adjustments in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respectsbusiness. (dB) Since January 1Except for liabilities (i) set forth in Section 3.5 of the Company Disclosure Schedule or (ii) reflected in the Company's audited financial statements as at, 2022and for the period ending, December 31, 2003, the Company has not determined no material liabilities or obligations, whether absolute, accrued, contingent or otherwise. Since December 31, 2003, the Company has incurred no material liabilities or obligations, whether absolute, accrued, contingent or otherwise received any written complaint, allegation, assertion or claim that there is except (ix) “significant deficiency” in the internal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting ordinary course of the Company's business consistent with past practices or (y) in connection with the negotiation and consummation of this Agreement and the transactions contemplated hereby.

Financial Statements; Undisclosed Liabilities. (a) The Company has furnished to the Purchaser true, correct and complete copies of a balance sheet, income statement, statement of cash flows and statement of stockholders' equity for each of the fiscal years ended December 31, 2004 and December 31, 2005 reviewed by the Company's independent accountants, and a Company balance sheet and income statement for the six (6)months ended June 30, 2006 (collectively, the "Company Financial Statements"). Except as set forth in Section ‎3.4(a2.5(a) of the Company Disclosure Schedules sets forth true and complete copy of the unaudited consolidated statements of financial position of the Current Companies as of June 30Schedule, 2023 and June 30, 2024 (provided that the financial statements as of and for the year ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) (the “Latest Balance Sheet Date”) and the related consolidated statements of profit or loss and other comprehensive income (loss), changes in equity and cash flows of the Current Companies for the twelve month periods then ended (collectively, the “Company Financial Statements”). Each of the Company Financial Statements (including the notes thereto) (A) was prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) fairly presents, present in all material respects, respects the financial position, results of operations and cash flows condition of the Current Companies Company and its subsidiaries as at the date thereof and for the period indicated therein, except as otherwise specifically noted thereinrespective dates thereof. (b) No Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance with IFRS, except Except for liabilities (i) as reflected on set forth in Section 2.5(b) of the Company Financial StatementsDisclosure Schedule, (ii) reflected in the Company Financial Statements or described in any notes thereto (or for Liabilities which neither accrual nor footnote disclosure is required pursuant to GAAP), (iii) incurred in the ordinary course of business since the Latest Balance Sheet Date (none of which is a Liability for breach of contractbusiness, breach of warranty, tort, infringement consistent with past practice or violation of Law), and (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or the transactions contemplated hereby, or (iv) pursuant to any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or Company obligations under any Ancillary Document or the consummation of the Transactionsagreements listed in Section 2.24 of the Disclosure Schedule neither the Company nor any of its subsidiaries has any material liabilities or obligations of any nature. The Company is not in default in respect of any terms or conditions of any indebtedness. (c) The Other than changes in the usual and ordinary conduct of business since December 31, 2005, there have been, and at the Closing Date there will be, no material, adverse changes in the financial condition of the Company. Specifically, but, not by way of limitation, since its balance sheet of December 31, 2005 the Company has established not, and maintains systems of internal accounting controls that are designed prior to provide, in all material respects, reasonable assurance that the Closing Date will not have: (i) all transactions are executed Issued or sold any stock (except as reflected in accordance with management’s authorization and Section 2.3(a) of the Disclosure Schedule), bond, options to purchase Company stock or other Company securities; (ii) all transactions are recorded as necessary to permit preparation of proper Except for current liabilities incurred and accurate financial statements in accordance with IFRS and to maintain accountability for the Company’s assets. The Company maintains and, for all periods covered by the Company Financial Statements, has maintained books and records of the Group Companies obligations under contracts entered into in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities except as set forth in Section 2.5(c)(ii) of the Group Companies Company Disclosure Schedule, incurred any obligation or liability, whether absolute or contingent (in all material respectsexcess of $25,000 individually or in the aggregate); (iii) Except for current liabilities shown on the balance sheet as of December 31, 2005 and current liabilities incurred since that date in the ordinary course of business and except as set forth in Section 2.5(c)(iii) of the Company Disclosure Schedule, discharged or satisfied any lien or encumbrance, or paid any obligation or liability, absolute or contingent; (iv) Mortgaged, pledged or subjected to lien or any other encumbrance, any of its assets, tangible or intangible; (v) Sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (vi) Canceled any debts or claims except as listed in Section 2.5(c)(vi) of the Company Disclosure Schedule; (vii) Sold, assigned, or transferred any patents, formulas, trademarks, trade names, copyrights, licenses, or other intangible assets; (viii) Suffered any extraordinary losses, been subjected to any strikes or other labor disturbances, or waived any rights of any substantial value; (ix) Except for transactions contemplated by this Agreement, entered into any transaction other than in the ordinary course of business; (x) Declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; or (xi) Made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business. (d) Since January 1Subject to any changes that may have occurred in the ordinary and usual course of business, 2022the assets of the Company at the Closing Date will be substantially those owned by it and shown on the Company Financial Statements. (e) Except to the extent that a reasonable allowance for uncollectible accounts has been established on its books and is reflected in the Company Financial Statements, all accounts receivable and notes receivable of the Company are current and collectible. Such accounts receivable of the Company have arisen in the ordinary course of business in arms-length transactions for goods actually sold and services actually performed or to be performed. (f) Except as set forth in Schedule 2.5(f) of the Company Disclosure Schedule, all inventory to be transferred to Purchaser pursuant to this Agreement is in good repair and saleable. (g) Prior to the Closing Date, the Company has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting shall assign and transfer to Shareholders all of the Group CompaniesCompany's right, title and interest in and to the assets described in Section 2.5(g) of the Company Disclosure Schedule (ii) collectively, the "Excluded Assets"). Purchaser acknowledges and agrees that none of the Excluded Assets, nor the rights, title or interests of the Company therein, shall be deemed to constitute a “material weakness” in the internal controls over financial reporting part of the Company or (iii) fraudits assets, whether and that such assets will not be owned or not materialretained by the Company at the Closing. Purchaser acknowledges and agrees that the Company may transfer or distribute the Excluded Assets at any time and from time to time prior to the Closing, that involves management and no such transfer or distribution shall be deemed to violate or breach any provision under this Agreement or any other employees Transaction Document. The Shareholder Representative shall have access to and may contact Matthew Richman, who will include Anne Haley in discussions, following ▇▇▇ ▇▇▇▇▇▇▇ ▇▇th respect to the c▇▇▇▇▇▇▇▇▇ and remittance of the Company who have a significant role receivables included in the internal controls over financial reporting of the CompanyExcluded Assets.

Financial Statements; Undisclosed Liabilities. (a) Section ‎3.4(a3.5(a) of the Company Disclosure Schedules Schedule sets forth true and complete copy the following financial statements of the unaudited consolidated Company (collectively, the “Financial Statements”): (i) audited balance sheets and statements of financial position income, changes in stockholders’ equity, and cash flow as of and for the fiscal years ended December 31, 2006 (the “2006 Financial Statements”), December 31, 2005 and December 31, 2004; and (ii) the unaudited balance sheet of the Current Companies Company as of June 30, 2023 2007, and the related unaudited statements of income and cash flows for the period ended on June 30, 2024 (provided that 2007. The Financial Statements have been prepared from, and are in accordance with, the financial statements as of books and for the year ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) (the “Latest Balance Sheet Date”) and the related consolidated statements of profit or loss and other comprehensive income (loss), changes in equity and cash flows records of the Current Companies for the twelve month periods then ended Company. (collectively, the “Company Financial Statements”). Each of the Company b) The Financial Statements (including the notes thereto) (A) was have been prepared in accordance with IFRS GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto)covered thereby, (B) present fairly presents, in all material respects, respects the financial position, condition of the Company as of the dates referred to in Section 3.5(a) and the results of operations and cash flows of the Current Companies as at the date thereof and Company for the period indicated thereinperiods referred to in Section 3.5(a); provided, except as otherwise specifically noted therein. however, that the unaudited Financial Statements are subject to normal year-end adjustments (bwhich shall not be material individually or in the aggregate) No Group and lack footnotes. Since June 30, 2007 (the “Balance Sheet Date”), the Company has not effected any Liabilities change in any method of the type required to be set forth on a balance sheet in accordance with IFRSaccounting or accounting practice. The Company’s independent auditors, except ▇▇▇▇▇▇▇ & Co. LLP, is (i) as reflected on a registered public accounting firm within the meaning of Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated by the SEC and the Public Company Financial Statements, Accounting Oversight Board; and (ii) for Liabilities incurred in “independent” with respect to the ordinary course Company within the meaning of business since Regulation S-X promulgated by the Latest Balance Sheet Date (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), and (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the TransactionsSEC. (c) The Company has established and maintains systems does not have any liabilities, indebtedness, expenses, claims, deficiencies, endorsements, guarantees or other obligations of internal accounting controls that are designed any nature (whether accrued, absolute, contingent or otherwise, whether known or unknown), whether or not required, if known, to providebe reflected or reserved against on a balance sheet of the Company prepared in accordance with GAAP or the notes thereto, in all material respects, reasonable assurance that except liabilities (i) all transactions are executed in accordance with management’s authorization as and to the extent reflected or reserved against on the balance sheet of the Company as of the Balance Sheet Date (including the notes thereto), (ii) all transactions are recorded as necessary to permit preparation incurred in connection with the preparation, execution, delivery and performance of proper this Agreement and accurate financial statements in accordance with IFRS the other Transaction Agreements, and to maintain accountability for (iii) incurred after the Company’s assets. The Company maintains and, for all periods covered by the Company Financial Statements, has maintained books and records of the Group Companies Balance Sheet Date in the ordinary course of business that are accurate and complete and reflect consistent with past practice that, individually or in the revenuesaggregate, expenses, assets and liabilities of the Group Companies in all material respectsdo not exceed $50,000 (Fifty Thousand Dollars). (d) Since January 1, 2022, There are no “off-balance sheet arrangements” (within the Company has not determined or otherwise received any written complaint, allegation, assertion or claim that there is meaning of Item 303 of Regulation S-K promulgated by the SEC) with respect to the Company. (ie) “significant deficiency” in the internal controls over financial reporting of the Group Companies, (iiSection 3.5(e) a “material weakness” in the internal controls over financial reporting of the Company or (iii) fraudDisclosure Schedule sets forth a true and complete list of all Indebtedness as of the date hereof, including the creditor, the principal amount thereof, the maturity date and whether or not materialsuch Indebtedness is pre-payable without penalty and, that involves management or other employees if not pre-payable without penalty, the amount of the Company who have a significant role in the internal controls over financial reporting of the Companyany such pre-payment penalty.

Financial Statements; Undisclosed Liabilities. (a) The Company has made available to Dragoneer a true and complete copy of (i) the audited consolidated balance sheets of ▇▇▇▇▇ Holdco, LLC and its Subsidiaries as of December 31, 2018, December 31, 2019, December 31, 2020 and the related audited consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows of ▇▇▇▇▇ Holdco, LLC and its Subsidiaries for each of the periods then ended and (ii) the unaudited consolidated balance sheet of ▇▇▇▇▇ Holdco, LLC and its Subsidiaries as of March 31, 2021 (the “Latest Balance Sheet”) and the related unaudited consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows of ▇▇▇▇▇ Holdco, LLC and its Subsidiaries for the period then ended (clauses (i) and (ii), collectively, the “Financial Statements”), each of which is attached as Section ‎3.4(a3.4(a) of the Company Disclosure Schedules sets forth true and complete copy of the unaudited consolidated statements of financial position of the Current Companies as of June 30, 2023 and June 30, 2024 (provided that the financial statements as of and for the year ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) (the “Latest Balance Sheet Date”) and the related consolidated statements of profit or loss and other comprehensive income (loss), changes in equity and cash flows of the Current Companies for the twelve month periods then ended (collectively, the “Company Financial Statements”)Schedules. Each of the Company Financial Statements (including the notes thereto) (A) was prepared in accordance with IFRS GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), ) and (B) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Current Companies ▇▇▇▇▇ Holdco, LLC and its Subsidiaries as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) No Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance with IFRS, except Except (i) as reflected set forth on the Company Financial Statementsface of the Latest Balance Sheet, (ii) for Liabilities incurred in the ordinary course of business since the date of the Latest Balance Sheet Date (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), and (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactionstransactions contemplated hereby or thereby and (iv) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance with GAAP. (c) The Company has Group Companies have established and maintains maintain systems of internal accounting controls that are designed to provide, in 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 IFRS GAAP and to maintain accountability for the Company’s Group Companies’ assets. The Company maintains Group Companies maintain and, for all periods covered by the Company Financial Statements, has have maintained books and records of the Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (d) Since January 1, 2022, Except as set forth in Section 3.4(e) of the Company Disclosure Schedules, since the incorporation of the Company, no Group Company has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group CompaniesCompanies to the Company’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of the Company Group Companies to the Company’s knowledge or (iii) fraudFraud, whether or not material, that involves management or other employees of the Company Group Companies who have a significant role in the internal controls over financial reporting of the CompanyGroup Companies.

Financial Statements; Undisclosed Liabilities. (a) The Company has made available to CHP a true and complete copy of (i) the audited balance sheet of the Company as of December 31, 2019 and the related statements of cash flows of the Company for each of the periods then ended, (ii) the unaudited balance sheet of the Company as of December 31, 2020 and the related statements of cash flows of the Company for the twelve-month period then ended, and (iii) the unaudited balance sheet of the Company as of September 30, 2021 (the “Latest Balance Sheet”), and the related statements of cash flows of the Company for the nine-month period then ended and (iv) the unaudited balance sheets of Fusion as of December 31, 2019, December 31, 2020 and September 30, 2021, and the related statements of cash flows of Fusion for the periods then ended (clauses (i), (ii), (iii) and (iv), collectively, the “Financial Statements”), each of which are attached as Section ‎3.4(a3.4(a) of the Company Disclosure Schedules sets forth true and complete copy of the unaudited consolidated statements of financial position of the Current Companies as of June 30, 2023 and June 30, 2024 (provided that the financial statements as of and for the year ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) (the “Latest Balance Sheet Date”) and the related consolidated statements of profit or loss and other comprehensive income (loss), changes in equity and cash flows of the Current Companies for the twelve month periods then ended (collectively, the “Company Financial Statements”)Schedules. Each of the Company Financial Statements (including the notes thereto) (A) was prepared in accordance with IFRS GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), ) and (B) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Current Group Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) No Group Company has any Liabilities The audited consolidated balance sheets of the type required to be set forth on a balance sheet Group Companies as of December 31, 2019, December 31, 2020 and December 31, 2021 and the related audited consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ deficit and cash flows of the Group Companies for the period then ended (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement in accordance with IFRSSection 5.18, (i) will be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) will fairly present, in all material respects, the financial position, results of operations and cash flows of the Group Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, (iii) will be audited in accordance with the standards of the PCAOB and will contain an unqualified report of the Company’s auditors and (iv) will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (c) Except (i) as reflected set forth on the Company Financial Statementsface of the Latest Balance Sheet, (ii) for Liabilities incurred in the ordinary course of business since the Latest Balance Sheet Date (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), and (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactionstransactions contemplated hereby or thereby, (iv) set forth in Section 3.4(c) the Company Disclosure Schedules, (v) that are incurred in connection with activities that are administrative or ministerial, in each case, which are immaterial in nature or (vi) for Liabilities that would not have a Company Material Adverse Effect, no Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance with GAAP. (cd) The Company has Group Companies have established and maintains maintain systems of internal accounting controls that are designed to provide, in 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 IFRS GAAP and to maintain accountability for the Company’s Group Companies’ assets. The Company maintains Group Companies maintain and, for all periods covered by the Company Financial Statements, has have maintained books and records of the Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (de) Since January 1, 2022, Except as set forth in Section 3.4(e) of the Company Disclosure Schedule and to the Company’s knowledge, in the last three (3) years, no Group Company has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting of the Company Group Companies or (iii) fraud, whether or not material, that involves management or other employees of the Company Group Companies who have a significant role in the internal controls over financial reporting of the CompanyGroup Companies.

Financial Statements; Undisclosed Liabilities. (ai) Section ‎3.4(aThe Company Parties have delivered to Purchaser the unaudited balance sheets and statements of income of each Company Party as of the twelve month periods ended December 31, 2020 and December 31, 2021 (the “Annual Financial Statements”) and the unaudited balance sheet and statement of income for the 11-month period ended November 30, 2022 (the “Interim Financial Statements” and, together with the Annual Financial Statements, the “Financial Statements”)). The Financial Statements, (i) have been prepared in accordance with the books and records of the Company Disclosure Schedules sets forth true Parties (which books and records are true, complete copy of and correct in all material respects), (ii) fairly represent in all material respects the unaudited consolidated statements of assets, liabilities and financial position of the Current Companies Company Parties and the results of operations and changes in financial position of the Company Parties as of June 30, 2023 and June 30, 2024 (provided that the financial statements as of dates and for the year ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) (the “Latest Balance Sheet Date”) and the related consolidated statements of profit or loss and other comprehensive income (loss), changes in equity and cash flows of the Current Companies for the twelve month periods then ended (collectively, the “Company Financial Statements”). Each of the Company Financial Statements (including the notes thereto) (A) was prepared indicated in accordance with IFRS the Accounting Principles and (iii) have been prepared in conformity with the Accounting Principles applied on a consistent basis throughout the periods indicated period involved and consistent with past practices, in accordance with the books and records of the Company Parties (except as may be indicated which books and records are true, complete and correct in all material respects) subject, in the notes thereto)case of the Interim Financial Statements, to normal and recurring year-end adjustments. (ii) The Company Parties do not have any Liability that would be required by the Accounting Principles to be reflected on a consolidated balance sheet of the Company Parties, except for any such Liability (A) set forth on the face of the Most Recent Balance Sheets, (B) fairly presents, in all material respects, the financial position, results of operations and cash flows listed on Section 4.1(d)(ii) of the Current Companies as at Disclosure Schedule, (C) that has arisen in the Ordinary Course of Business since the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) No Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance with IFRS, except (i) as reflected on the Company Financial StatementsMost Recent Balance Sheets, (ii) for Liabilities incurred which does not arise out of, relate to or result from and which is not in the ordinary course nature of business since the Latest Balance Sheet Date (none of which is a Liability for and was not caused by any breach of contract, breach of warranty, tort, infringement or any violation of LawLaw by any Company Party), and (iiiD) for Liabilities incurred obligations to pay or perform arising under any Contract to which a Company Party is a party (other than any liability or obligations arising out of, resulting from or caused by from any breach by any Company Party of such Contract), (E) created pursuant to this Agreement or any Related Agreement or arising in connection with the negotiationtransactions contemplated hereby or thereby or (F) Liabilities that would not reasonably be expected, preparation individually or execution of this Agreement or in aggregate, to be materially adverse to any Ancillary DocumentsCompany Party, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation taken as a whole. Section 4.1(d)(ii) of the TransactionsDisclosure Schedule lists all Indebtedness of each Company Party outstanding on the date hereof. There is no Company Party Closing Debt. (ciii) The Company has established and maintains systems of internal accounting controls that are designed to provide, in 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 IFRS and to maintain accountability for All Accounts Receivable reflected on the Company’s assets. The Company maintains Most Recent Balance Sheets represent valid and, for all periods covered by the Company Financial Statementsto Seller’s Knowledge, has maintained books and records undisputed obligations of the Group Companies each obligor thereof arising from bona fide sales actually made or services actually performed in the ordinary course Ordinary Course of business that are accurate and complete and reflect the revenuesBusiness. To Seller’s Knowledge, expenses, assets and liabilities of the Group Companies in all material respects. (d) Since January 1, 2022, the Company has not determined or otherwise received any written complaint, allegation, assertion there is no contest or claim that there is (i) “significant deficiency” in under any Contract with any obligor of any Account Receivable reflected on the internal controls over financial reporting Most Recent Balance Sheets regarding the amount or validity of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Companysuch Account Receivable.

Financial Statements; Undisclosed Liabilities. (a) Section ‎3.4(a) of the The Company Disclosure Schedules sets forth has made available to FRLA a true and complete copy of (i) the audited consolidated balance sheets of the Company as of December 31, 2021 and December 31, 2022, and the related audited consolidated statements of operations, stockholders’ deficit and cash flows of the Company for the years then ended (collectively, the “Company Audited Financial Statements”) and (ii) the unaudited consolidated statements of financial position balance sheets of the Current Companies Company as of June 30, 2023 and June 30, 2024 2022 (provided that the financial statements balance sheet as of and for the year ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) (2023, the “Latest Balance Sheet DateSheet”) and the related unaudited consolidated statements of profit or loss operations of the Company for the six-month periods then ended, consolidated statements of stockholders’ deficit of the Company for the six-month periods then ended, and other comprehensive income (loss), changes in equity and consolidated statements of cash flows of the Current Companies Company for the twelve six-month periods then ended (collectively, the “Unaudited Financial Statements,” and, together with the Company Audited Financial Statements, the “Financial Statements”). Each of the Company Financial Statements (including the notes thereto) (A) was prepared in accordance with IFRS GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Current Companies Company as at the date thereof and for the period indicated therein, except as otherwise specifically noted thereintherein and (C) when included in the Registration Statement for filing with the SEC following the date of this Agreement, will comply in all material respects with the applicable accounting requirements under the Securities Act and with the applicable rules and regulations of the SEC, in each case, as in effect as of the respective dates thereof (including Regulation S-X), as applicable to the Company. (b) No Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance with IFRS, except Except (i) as reflected set forth on the Company Financial Statementsface of the Latest Balance Sheet, (ii) for Liabilities incurred in the ordinary course of business since the date of the Latest Balance Sheet Date (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), and (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactions. transactions contemplated hereby or thereby, (civ) The Company has established and maintains systems of internal accounting controls that are designed for executory obligations under contracts to provide, in 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 IFRS and to maintain accountability for the Company’s assets. The Company maintains and, for all periods covered by the Company Financial Statements, has maintained books and records which any member of the Group Companies is a party (other than Liabilities for breach thereof), and (v) for Liabilities that are not and would not reasonably be expected to be, individually or in the ordinary course of business that are accurate and complete and reflect the revenuesaggregate, expenses, assets and liabilities of the Group Companies in all material respects. (d) Since January 1, 2022, the Company has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of to the Group Companies, (ii) taken as a “material weakness” in the internal controls over financial reporting whole, no Group Company has any other Liabilities of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have type required to be set forth on a significant role balance sheet in the internal controls over financial reporting of the Companyaccordance with GAAP.

Financial Statements; Undisclosed Liabilities. (a) Section ‎3.4(a) The Company has made available to Parent the audited financial statements of the Company Disclosure Schedules sets forth true Group Members, on a consolidated basis, for the years ended December 31, 2018, December 31, 2019 and complete copy of the unaudited December 31, 2020 (including, in each case, consolidated balance sheets, statements of financial position operations and statements of the Current Companies as of June 30, 2023 and June 30, 2024 (provided that the financial statements as of and for the year ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance datecash flows) (the “Latest Balance Sheet Date”) Company Audited Financial Statements” and the related consolidated statements of profit or loss and other comprehensive income (loss), changes in equity and cash flows of the Current Companies for the twelve month periods then ended (collectively, the “Company Financial Statements”). Each of the . (b) The Company Financial Statements (including the notes theretoi) (A) was have been prepared in accordance with IFRS GAAP applied on a consistent basis throughout the periods indicated covered thereby (except as may be otherwise indicated therein and, in the notes theretocase of the Company unaudited financial statements, except for the absence of footnotes and year-end adjustments), (Bii) are derived from and prepared in accordance with the books and records of the Company Group Members and (iii) present fairly presents, in all material respects, the consolidated financial position, condition of the Company Group Members as of such dates and the consolidated results of operations and cash flows of the Current Companies as at Company Group for such periods (subject, in the date thereof and for case of unaudited financial statements, to normal year-end adjustments, none of which are material, lack of footnotes). Since December 31, 2020 (the period indicated therein“Company Balance Sheet Date”), the Company has not effected any change in any method of accounting or accounting practice, except as otherwise specifically noted thereinfor any such change required or permitted because of a concurrent change in Applicable Law or GAAP (or the application or interpretation thereof) for financial reporting purposes. (bc) No Company Group Company Member has any Liabilities liabilities of any nature, other than liabilities: (i) set forth in the Company Audited Financial Statements and the 2021 Financial Statements, (ii) those contemplated by or otherwise incurred pursuant to performance of this Agreement, (iii) incurred in the Ordinary Course of Business after the Company Balance Sheet Date, (iv) incurred in connection with the performance of executory Contracts to which any Company Group Member is a party or (v) liabilities that would not individually or in the aggregate, be material to the Company Group, taken as a whole. (d) There are no “off-balance sheet arrangements” (within the meaning of Item 303 of Regulation S-K promulgated by the SEC) with respect to any Company Group Member. No Company Group Member is a party to, or has any commitment to become a party to, any hedging, derivatives or similar Contracts. (e) The accounts receivable of the type required to be set forth on a balance sheet in accordance with IFRS, except Company Group (ithe “Accounts Receivable”) as reflected on the Company Financial StatementsStatements arose or will arise in the Ordinary Course of Business and represent or will represent bona fide claims against debtors for sales and other charges. Allowances for doubtful accounts and warranty returns as reflected on the Company Financial Statements have been prepared in accordance with GAAP consistently applied and in accordance with the Company’s past practice if such past practices are in accordance with GAAP and are sufficient to provide for any losses that may be sustained on realization of the applicable Accounts Receivable. None of the Accounts Receivable is subject to any material claim of offset, recoupment, set-off or counter-claim and, to the Knowledge of the Company, there are no facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. (f) The Company Group has established and maintains a system of internal accounting controls sufficient to provide reasonable assurances (i) that transactions, receipts and expenditures of the Company Group are being executed and made only in accordance with appropriate authorizations of management and the Company Board, (ii) for Liabilities incurred in the ordinary course of business since the Latest Balance Sheet Date (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), and (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactions. (c) The Company has established and maintains systems of internal accounting controls that are designed to provide, in 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 (A) to permit preparation of proper and accurate financial statements in accordance with IFRS GAAP and (B) to maintain accountability for assets, (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets. The Company maintains and, for all periods covered by assets of the Company Financial Statements, has maintained Group and (iv) that the amount recorded for assets on the books and records of the Company Group Companies in is compared with the ordinary course of business that are accurate existing assets at reasonable intervals and complete and reflect appropriate action is taken with respect to any differences. No Company Group Member, the revenuesCompany’s independent auditors and, expenses, assets and liabilities to the Knowledge of the Group Companies in all material respects. (d) Since January 1Company, 2022any current or former employee, the Company has not determined consultant or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting director of the Group CompaniesCompany, (ii) a “material weakness” in the internal controls over financial reporting has identified or been made aware of the Company or (iii) any fraud, whether or not material, that involves any Company Group Member’s management or other employees current or former employees, consultants or directors of any Company Group Member who has a role in the preparation of financial statements or the internal accounting controls utilized by any Company Group Member, or any claim or allegation regarding any of the foregoing. No Company Group Member and, to the Knowledge of the Company, any Representative of any Company Group Member has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, in each case, regarding deficient accounting or auditing practices, procedures, methodologies or methods of any Company Group Member or its internal accounting controls or any material inaccuracy in the Company Financial Statements. No attorney representing any Company Group Member, whether or not employed by any Company Group Member, has reported to the Company Board or any committee thereof or to any director or officer of any Company Group Member evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by any Company Group Member or their Representatives. There are no significant deficiencies or material weaknesses in the design or operation of any Company Group Member’s internal controls that could adversely affect any Company Group Member’s ability to record, process, summarize and report financial data. (g) No Company Group Member has applied for or accepted (i) any loan pursuant to the Paycheck Protection Program in Section 1102 and Section 1106 of the CARES Act, respectively, (ii) any funds pursuant to the Economic Injury Disaster Loan program or an advance on an Economic Injury Disaster Loan pursuant to Section 1110 of the CARES Act, or (iii) any loan or funds from similar Applicable Laws enacted by Governmental Authorities in any state, local, or foreign jurisdictions in response to COVID19. (h) Section 2.5(h) of the Company who have Disclosure Schedule sets forth a significant role true, correct and complete list, as of the Agreement Date, of all Company Debt (solely with respect to clause (i) in the internal controls over financial reporting definition thereof), and with respect to such Company Debt (solely with respect to clause (i) in the definition thereof), any notices of the Companydefault or written communications asserting (or threatening to assert) that any Company Group Member is in default.

Financial Statements; Undisclosed Liabilities. (a) Section ‎3.4(a) of the The Company Disclosure Schedules sets forth has made available to Capstar a true and complete copy of (i) the audited consolidated balance sheets of the Group Companies as of December 31, 2018 and December 31, 2019, and the related audited consolidated statements of operations and comprehensive loss, stockholders’ deficit and cash flows of the Group Companies for each of the periods then ended (collectively, the “Audited Financial Statements”) and (ii) the unaudited consolidated statements of financial position balance sheets of the Current Group Companies as of June 30December 31, 2023 2020 and June 30March 31, 2024 2021 (provided that the financial statements balance sheet as of and for the year ended June 30March 31, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) (2021, the “Latest Balance Sheet DateSheet”) and the related unaudited consolidated statements of profit or loss operations and other comprehensive income (loss), changes in equity stockholders’ deficit and cash flows of the Current Group Companies for the twelve respective twelve-month and three-month periods then ended (collectively, the “Company Unaudited Financial Statements”, and, together with the Audited Financial Statements, the “Financial Statements”), each of which are attached as Section 3.4(a) of the Company Disclosure Schedules. Each of the Company Financial Statements (including the notes thereto) (A) was prepared in accordance with IFRS GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Current Group Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, (C) in the case of the Financial Statements described in clause (i) of the preceding sentence, were audited in accordance with the standards of the PCAOB and contain an unqualified report of the Company’s auditors and (D) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (b) No Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance with IFRS, except Except (i) as reflected set forth on the Company Financial Statementsface of the Latest Balance Sheet, (ii) for Liabilities incurred in the ordinary course of business since the date of the Latest Balance Sheet Date (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), and (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactionstransactions contemplated hereby or thereby, (iv) for executory obligations under contracts to which any member of the Group Companies is a party (other than Liabilities for breach thereof), and (v) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance with GAAP. (c) The Except as set forth in Section 3.4(c) of the Company has Disclosure Schedules, the Group Companies have established and maintains maintain systems of internal accounting controls that are designed to provide, in 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 IFRS GAAP and to maintain accountability for the Company’s Group Companies’ assets. The Company maintains Group Companies maintain and, for all periods covered by the Company Financial Statements, has have maintained books and records of the Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (d) Since January 1, 2022, Except as set forth in Section 3.4(d) of the Company Disclosure Schedules, for all periods covered by the Financial Statements, no Group Company has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group CompaniesCompanies to the Company’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of the Company Group Companies to the Company’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of the Company Group Companies who have a significant role in the internal controls over financial reporting of the Group Companies. (e) The PPP Loan was forgiven in full on November 7, 2020 and as of the date hereof, no Group Company is subject to any further obligations or liabilities thereunder. The Company’s application for the PPP Loan and application for forgiveness thereof, including all representations and/or certifications contained therein, including representations and certifications as to the Company’s need to obtain the PPP Loan, was true, correct and complete in all material respects and was otherwise completed in accordance in all material respects with the rules and regulations of the PPP Program. The Company was an “eligible recipient” under the CARES Act and the PPP Program. The Company used the proceeds of the PPP Loan solely for the purposes permitted by the CARES Act and the PPP Program. Except for the PPP Loan, the Company has not applied for or accepted (i) any loan pursuant to the PPP Program, (ii) any funds pursuant to the Economic Injury Disaster Loan program or an advance on an Economic Injury Disaster Loan pursuant to Section 1110 of the CARES Act or (iii) any loan or funds from applicable Law enacted by any Governmental Entity in response to the COVID-19 pandemic.

Financial Statements; Undisclosed Liabilities. (a) Section ‎3.4(a) of Sellers have delivered to the Company Disclosure Schedules sets forth true and complete copy of Purchasers the unaudited consolidated balance sheets for the Business dated September 30, 2002 and September 30, 2003 and the unaudited operating income statements for the Business for the twelve (12) month periods ended September 30, 2002 and September 30, 2003 (collectively, the "Financial Information"). Except as set forth on Schedule 4.6(a), the Financial Information has been prepared in conformity with GAAP applied on a basis consistent with Sellers' past practice (except for changes, if any, required by GAAP and disclosed therein, and except for the absence of notes and normal recurring adjustments). The Financial Information presents fairly and accurately in all material respects the financial position of the Current Companies as of June 30Sellers in the manner required by GAAP, 2023 and June 30, 2024 (provided that the financial statements as of and for the year ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) (the “Latest Balance Sheet Date”) and the related consolidated statements of profit or loss and other comprehensive income (loss), changes in equity and cash flows of the Current Companies for the twelve month applicable time periods then ended (collectively, the “Company Financial Statements”). Each of the Company Financial Statements (including the notes thereto) (A) was prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Current Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted thereincovered thereby. (b) No Group Company Except as set forth in Schedule 4.6(b), there has been no change in the business of the Business since September 30, 2003 that has resulted, or could be reasonably expected to result, in a Material Adverse Effect. As of the date hereof, none of the Sellers has any Liabilities actual knowledge of the occurrence of any event or circumstance that a reasonable person would believe would adversely affect the financial projections, dated August 2003, provided by Sellers to Purchasers, a copy of which has been attached to Schedule 4.6(b). (c) The Business does not have any liabilities of the type required to be set forth reflected as liabilities on a balance sheet prepared in accordance with IFRSGAAP, whether accrued, absolute, contingent or otherwise, except such liabilities that (i) as are reflected on or disclosed in the Company Financial StatementsInformation, or (ii) for Liabilities were incurred after September 30, 2003 in the ordinary course of business since by the Latest Balance Sheet Date Sellers consistent with past practice. Except as otherwise disclosed herein (none of which is a Liability for including on the Schedules hereto), the Business will not have at Closing any other liabilities that are material to the Business; provided, that this representation and warranty shall not apply, and there shall be no breach of contract, breach of this representation and warranty, tort, infringement to the extent that any such liability is (i) unknown and upon reasonable investigation could not have been known or violation of Law), and (iiiii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactionsdisclosed. (cd) The Company has established and maintains systems of internal accounting controls that are designed to provide, Financial Information is based upon information contained in 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 IFRS and to maintain accountability for the Company’s assets. The Company maintains and, for all periods covered by the Company Financial Statements, has maintained books and records of the Group Companies Sellers, which such books and records have been kept in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respectsaccordance with GAAP. (d) Since January 1, 2022, the Company has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.

Financial Statements; Undisclosed Liabilities. (a) Section ‎3.4(aAttached as Schedule 4.5(a) of the Company Disclosure Schedules sets forth are true and complete copy copies of the unaudited consolidated Company’s balance sheet as of March 31, 2015 and the related statements of financial position of the Current Companies as of June 30, 2023 income and June 30, 2024 (provided that the financial statements as of and cash flow for the year fiscal quarter then ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) (the “Latest Balance Sheet Date”) and the related consolidated statements of profit or loss and other comprehensive income (loss), changes in equity and cash flows of the Current Companies for the twelve month periods then ended (collectively, the “Company Financial Statements”). Each The Financial Statements fairly present in all material respects the financial position of the Company as of the dates indicated. The balance sheets of the Company as of March 31, 2015 are referred to herein as the “Balance Sheets” and the date thereof as the “Balance Sheets Date.” (b) To Seller’s Knowledge, all accounts, books and ledgers related to the Business have been maintained in a consistent manner during the periods represented by the Financial Statements (including the notes thereto) (A) was prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto)and all subsequent periods, (B) fairly presents, are accurate and complete in all material respects, the financial position, results of operations and cash flows of the Current Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted there are no material inaccuracies or discrepancies contained or reflected therein. (bc) No Group To Seller’s Knowledge, the Company has any carries no Liabilities, including guarantees and indemnities by the Company of Liabilities of the type required to be set forth on a balance sheet in accordance with IFRSany other Person, except (i) Liabilities as and to the extent reflected on the Company Financial Statements, Balance Sheets; (ii) for Liabilities incurred by the Company in the ordinary course Ordinary Course of business Business since the Latest Balance Sheet Sheets Date (none of which is a material Liability for breach of contract, breach of warranty, tort, infringement infringement, claim, lawsuit or violation other proceeding) and all of Law), and (iii) for Liabilities incurred in connection with which are adequately reflected on the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactions. (c) The Company has established and maintains systems of internal accounting controls that are designed to provide, in 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 IFRS and to maintain accountability for the Company’s assets. The Company maintains and, for all periods covered by the Company Financial Statements, has maintained books and records of the Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (d) Since January 1, 2022, the Company has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting of the Company or Company; (iii) fraud, whether or obligations not material, that involves management or other employees of the Company who have a significant role in default under Contracts entered into by it in the internal controls over financial reporting Ordinary Course of the CompanyBusiness; and (iv) Liabilities set forth on Schedule 4.5(c).

Financial Statements; Undisclosed Liabilities. (ai) Section ‎3.4(a) Sellers have delivered to Purchaser true, complete and correct copies of the Company Disclosure Schedules sets forth true and complete copy of following financial statements (collectively, the “Financial Statements”): (i) the unaudited consolidated balance sheets, statements of financial position income, statements of the Current Companies as members’ equity, and statements of June 30, 2023 and June 30, 2024 (provided that the financial statements cash flows of each Seller as of and for the year twelve (12)-month periods ended June 30December 31, 2024 were provided without footnotes 2019 and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) 2020 (the “Latest Balance Sheet DateAnnual Financial Statements”); and (ii) and the related consolidated balance sheets, statements of profit or loss income statements of members’ equity, and other comprehensive income (loss), changes in equity and statements of cash flows of the Current Companies each Seller for the twelve three-month periods then period ended March 31, 2021 (collectively, the “Company Interim Financial Statements”). Each of the Company Such Financial Statements (including the notes thereto) (A) was prepared are in accordance with IFRS applied on a consistent basis throughout the books and records of each Seller and fairly represent the financial position of each Seller and the results of operations and changes in financial position of each Seller as of the dates and for the periods indicated (except as may be indicated indicated, in each case, in conformity with Seller’s accounting historical accounting practices. Except as, and to the extent reflected or reserved against in the Financial Statements, each Seller, as of the date of the Financial Statements, has no material liability or obligation of any nature, whether absolute, accrued, continued or otherwise, not fully reflected or reserved against in the Financial Statements. (ii) Sellers do not have any Liability (and there is no reasonable basis for any present or future Legal Proceeding against Sellers giving rise to any Liability), except for any Liability (w) set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto), (Bx) fairly presents, in all material respects, the financial position, results of operations and cash flows listed on Section 4.1(d)(ii) of the Current Companies as at Disclosure Schedule, (y) that has arisen in the Ordinary Course of Business since the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) No Group Company has any Liabilities of the type required Most Recent Balance Sheet (which does not arise out of, relate to be set forth on a balance sheet in accordance with IFRS, except (i) as reflected on the Company Financial Statements, (ii) for Liabilities incurred or result from and which is not in the ordinary course nature of business since the Latest Balance Sheet Date (none of which is a Liability for and was not caused by any breach of contract, breach of warranty, tort, infringement or other violation of Law), and ) or (iiiz) for Liabilities incurred in connection with the negotiation, preparation or execution of expressly created pursuant to this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation Related Agreement. Section 4.1(d)(ii) of the Transactions. (c) The Company Disclosure Schedule lists all Indebtedness of each Seller outstanding on the date hereof. Each Seller has established implemented and maintains systems a system of internal accounting controls that are designed to provide, in 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 IFRS and to maintain accountability for the Company’s assets. The Company maintains and, for all periods covered by the Company Financial Statements, has maintained books and records of the Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (d) Since January 1, 2022, the Company has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purpose in accordance with its historical accounting practices. (iii) Section 4.1(d)(iii) of the Group CompaniesDisclosure Schedule sets forth an accurate and complete aging of all Accounts Payable of each Seller as of February 28, 2021. (iv) Section 4.1(d)(iv) of the Disclosure Schedule sets forth an accurate and complete aging of all Accounts Receivable of each Seller as of February 28, 2021. All Accounts Receivable represent valid obligations of each obligor thereof arising from sales actually made or services actually performed in the Ordinary Course of Business and are current and collectible. There is no contest, claim or right of set off under any Contract with any obligor of any Account Receivable regarding the amount or validity of such Account Receivable. (v) Sellers maintain and adhere to a system of internal accounting controls and procedures that is designed to provide reasonable assurance regarding the accuracy and reliability of the Financial Statements. There has not been (i) any significant deficiency or material weakness in the internal accounting controls or procedures used by Sellers that have adversely affected the ability of Sellers to accurately and completely record, process, summarize, or report financial data, (ii) any fraud or other intentional wrongdoing that involves any of the management or other employees or representatives of Sellers who have a “material weakness” role in the internal controls over financial reporting preparation of the Company Financial Statements or the internal accounting controls and procedures used by Sellers or (iii) fraud, whether any claim or not material, that involves management or other employees allegation regarding any of the Company who have a significant role in the internal controls over financial reporting of the Companyforegoing.

Financial Statements; Undisclosed Liabilities. (a) Section ‎3.4(a) of the The Company Disclosure Schedules sets forth has made available to MAAC a true and complete copy of (i) the unaudited audited consolidated balance sheet of the Company as of March 31, 2019 and March 31, 2020 and the related audited consolidated statements of financial position of the Current Companies as of June 30operations, 2023 and June 30, 2024 (provided that the financial statements as of and for the year ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) (the “Latest Balance Sheet Date”) and the related consolidated statements of profit or loss and other comprehensive income (loss), changes in shareholders’ equity and redeemable non-controlling interest and cash flows of the Current Companies Company for the twelve month periods years then ended and (ii) the unaudited consolidated balance sheet of the Company as of December 31, 2020 (the “Latest Balance Sheet”) and the related unaudited consolidated statements of operations, comprehensive income (loss), shareholders’ equity and redeemable non-controlling interest and cash flows of the Company for the period then ended (clauses (i) and (ii), collectively, the “Company Financial Statements”). Each of the Company Financial Statements (including the notes thereto) (A) was were prepared in accordance with IFRS GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) fairly presents, in all material respectsrespects in accordance with GAAP, the consolidated financial position, results of operations and cash flows of the Current Companies Company as at the date thereof and for the period indicated therein, therein (except as otherwise specifically noted thereinmay be indicated therein and subject to, in the case of any unaudited financial statements, normal year end audit adjustments (none of which are, individually or in the aggregate, material)), and (C) in the case of the Company Financial Statements described in clause (i) of the preceding sentence, contain an unqualified report of the Company’s auditors and 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 (including Regulation S-X or Regulation S-K, as applicable) in effect as of the date of this Agreement. (b) No Group Company has any Liabilities of the type The financial statements or similar reports required to be set forth on a included in the Registration Statement / Proxy Statement (including (i) the audited consolidated balance sheet of the Company as of March 31, 2019 and March 31, 2020 and the related audited consolidated statements of operations, comprehensive income (loss), shareholders’ equity and redeemable non-controlling interest and cash flows of the Company for the years then ended, audited in accordance with IFRSthe standards of the PCAOB, (ii) the audited consolidated balance sheet of the Company as of March 31, 2021 and the related audited consolidated statements of operations, comprehensive income (loss), shareholders’ equity and redeemable non-controlling interest and cash flows of the Company for the years then ended, audited in accordance with the standards of the PCAOB, and (iii) customary pro forma financial statements) or any other filings to be made by the Company or MAAC with the SEC in connection with the transactions contemplated in this Agreement or any other Ancillary Document (the “Closing Company Financial Statements”), when delivered following the date of this Agreement in accordance with Section 5.17, (i) will be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and subject to, in the case of any unaudited financial statements, normal year end audit adjustments (none of which are, individually or in the aggregate, material) and the absence of notes thereto), (ii) will fairly present, in all material respects in accordance with GAAP, the consolidated financial position, results of operations and cash flows of the Company as at the date thereof and for the period indicated therein (except as may be indicated therein and subject to, in the case of any unaudited financial statements, normal year end audit adjustments (none of which are, individually or in the aggregate, material)), (iii) in the case of any audited financial statements, will be audited in accordance with the standards of the PCAOB and will contain an unqualified report of the Company’s auditors and (iv) will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act (including Regulation S-X or Regulation S-K, as applicable) in effect as of their respective dates of delivery, at the time of filing of the Registration Statement / Proxy Statement (in the case of the Closing Company Financial Statements included in the initial filing of the Registration Statement / Proxy Statement) and at the time of effectiveness of the Registration Statement / Proxy Statement (in the case of all Closing Company Financial Statements). (c) Except (i) as reflected set forth on or provided for in the Company Financial StatementsStatements (and in the notes thereto), (ii) for Liabilities incurred in the ordinary course of business since the date of the Latest Balance Sheet Date (none of which is are Liabilities for a Liability for breach of contractContract, breach of warranty, tort, infringement infringement, Proceeding or violation of of, or non-compliance with, Law), and (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance by any of their respective the Company of its covenants or agreements in this Agreement or any Ancillary Document to which it is or will be a party or the consummation of the Transactionstransactions contemplated hereby or thereby (including, for the avoidance of doubt, the Company Expenses), (iv) executory obligations under Contracts (excluding any Liabilities for a breach of Contract), (v) that are expressly permitted pursuant to or incurred in accordance with Section 5.1(b) (including as expressly set forth in Section 5.1(b) of the Company Disclosure Schedules) and (vi) for Liabilities that would not have a Company Material Adverse Effect, no Group Company has any Liabilities. (cd) The To the knowledge of the Company, the Company has established and maintains systems a system of internal accounting controls that are designed to provide, in 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 IFRS GAAP and to maintain accountability for the Company’s consolidated assets. The Company maintains and, for all periods covered by the Company Financial Statements and the Closing Company Financial Statements, has maintained books and records of the Group Companies Company in the ordinary course of business that are accurate and complete and reflect the consolidated revenues, expenses, assets and liabilities of the Group Companies Company in all material respects. (de) Since January 1, 20222019, the Company has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Company or, to the knowledge of the Company, any other Group CompaniesCompany as it pertains to the Company’s consolidated financial reporting, (ii) a “material weakness” in the internal controls over financial reporting of the Company or, to the knowledge of the Company, any other Group Company as it pertains to the Company’s consolidated financial reporting or (iii) fraud, whether or not material, that involves management or other employees of the Company Group Companies who have a significant role in the internal controls over financial reporting of the Company or, to the knowledge of the Company, any other Group Company as it pertains to the Company’s consolidated financial reporting.

Financial Statements; Undisclosed Liabilities. (a) Section ‎3.4(a) of the The Company Disclosure Schedules sets forth has made available to RACA a true and complete copy of the unaudited audited consolidated statements of financial position balance sheets of the Current Group Companies as of June 30December 31, 2023 2019 and June 30December 31, 2024 (provided that the financial statements as of and for the year ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) 2020 (the “"Latest Balance Sheet Date”Sheet") and the related audited consolidated statements of profit or loss operations and other comprehensive income (loss), changes in equity stockholders' deficit and cash flows of the Current Group Companies for each of the twelve month periods then ended (collectively, the “Company "Financial Statements”"), each of which are attached as Section 3.4(a) of the Company Disclosure Schedules. Each of the Company Financial Statements (including the notes thereto) (A) was prepared in accordance with IFRS GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Current Group Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, (C) in the case of the Financial Statements described in clause (i) of the preceding sentence, were audited in accordance with the standards of the PCAOB and contain an unqualified report of the Company's auditors and (D) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (b) No Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance with IFRS, except Except (i) as reflected set forth on the Company Financial Statementsface of the Latest Balance Sheet, (ii) for Liabilities incurred in the ordinary course of business since the date of the Latest Balance Sheet Date (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), and (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactionstransactions contemplated hereby or thereby, (iv) for executory obligations under contracts to which any member of the Group Companies is a party (other than Liabilities for breach thereof), and (v) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance with GAAP. (c) The Except as set forth in Section 3.4(c) of the Company has Disclosure Schedules, the Group Companies have established and maintains maintain systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s 's authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with IFRS GAAP and to maintain accountability for the Company’s Group Companies' assets. The Company maintains Group Companies maintain and, for all periods covered by the Company Financial Statements, has have maintained books and records of the Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (d) Since January 1, 2022, Except as set forth in Section 3.4(d) of the Company Disclosure Schedules, since the incorporation of the Company, no Group Company has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “"significant deficiency” " in the internal controls over financial reporting of the Group CompaniesCompanies to the Company's knowledge, (ii) a “"material weakness” " in the internal controls over financial reporting of the Company Group Companies to the Company's knowledge or (iii) fraud, whether or not material, that involves management or other employees of the Company Group Companies who have a significant role in the internal controls over financial reporting of the CompanyGroup Companies.

Financial Statements; Undisclosed Liabilities. (a) Section ‎3.4(a) of the The Company Disclosure Schedules sets forth has made available to DHHC a true and complete copy of (i) the audited consolidated balance sheets of the Group Companies as of December 31, 2021 and December 31, 2020 and the audited consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows of the Group Companies for the years ended December 31, 2021, December 31, 2020 and December 31, 2019 (the “Year End Financial Statements”), and (ii) management’s draft of the unaudited consolidated statements of financial position balance sheets of the Current Group Companies as of June 30, 2023 and June 30, 2024 (provided that the financial statements as of and for the year ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) 2022 (the “Latest Balance Sheet Date”) Sheet,” and together with the related consolidated statements of profit or loss and other comprehensive income (loss), changes in equity and cash flows of the Current Companies for the twelve month periods then ended (collectivelyYear End Financial Statements, the “Company Financial Statements”), each of which are attached as Section 4.4(a) of the Company Disclosure Schedules. Each of the Company Financial Statements (including the notes and schedules thereto) (A) was prepared in accordance with IFRS GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), and (B) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Current Group Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) No Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance with IFRS, except Except (i) as reflected set forth on the Company face of the Year End Financial StatementsStatements for 2021, (ii) for Liabilities incurred in the ordinary course of business since the Latest Balance Sheet Date date of the Year End Financial Statements for 2021 (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), and (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactionstransactions contemplated hereby or thereby, (iv) for executory obligations under contracts to which any member of the Group Companies is a party (other than Liabilities for breach thereof) and (v) for Liabilities that are not, and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance with GAAP consistently applied and in accordance with past practice. (c) The Company has Group Companies have established and maintains maintain systems of internal accounting controls that are designed sufficient to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and authorization, (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with IFRS GAAP and to maintain accountability for the Group Companies’ assets and (iii) any unauthorized acquisition, use or disposition of a Group Company’s assetsassets that could have a material effect on its financial statements will be prevented or timely detected. The Company maintains Group Companies maintain and, for all periods covered by the Company Financial Statements, has have maintained books and records of the Group Companies in the ordinary course of business that are accurate true and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (d) Since January 1, 2022, Except as disclosed in Section 4.4(d) of the Company Disclosure Schedules, in the last three (3) years there has not determined or otherwise received been any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group CompaniesCompanies to the Company’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of the Company Group Companies to the Company’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of the Company Group Companies who have a significant role in the internal controls over financial reporting of the Group Companies. In the last three (3) years, no Group Company has received any written or, to the knowledge of the Company, oral complaint, allegation, assertion or claim in respect of the matters described in the foregoing sentence. The Company has not had any material complaints made or concerns raised by any employee, contractor or Representative relating to a violation of Laws. The Company has not had any material written complaints made by any employee, contractor or Representative related to foregoing clauses (i) through (iii) of this Section 4.4(d).

Financial Statements; Undisclosed Liabilities. (a) Section ‎3.4(a) of the The Company Disclosure Schedules sets forth has made available to AHAC a true and complete copy of the unaudited audited consolidated balance sheets of the Company as of December 31, 2019 and December 31, 2020 and the related audited consolidated statements of financial position of the Current Companies as of June 30operations and comprehensive loss, 2023 convertible preferred stock and June 30, 2024 stockholders’ equity (provided that the financial statements as of and for the year ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance datedeficit) (the “Latest Balance Sheet Date”) and the related consolidated statements of profit or loss and other comprehensive income (loss), changes in equity and cash flows of the Current Companies Company for each of the twelve month periods years then ended (collectively, the “Company Financial Statements”). Each of the The Company Financial Statements (including the notes thereto) (A) was were prepared in accordance with IFRS GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) fairly presentspresent, in all material respects, the financial position, results of operations and cash flows of the Current Companies Company as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, (C) were audited in accordance with the standards of the PCAOB and contain an unqualified report of the Company’s auditors and (D) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the date hereof (including Regulation S-X or Regulation S-K, as applicable). (b) No Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance with IFRS, except Except (i) as reflected on set forth in the Company Financial Statements, (ii) for Liabilities incurred in the ordinary course of business since the Latest Balance Sheet Date as of December 31, 2020 (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), and (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactionstransactions contemplated hereby or thereby and (iv) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Company, the Company has no Liabilities required by GAAP to be reflected or reserved against in the consolidated balance sheet as of December 31, 2020 included in the Company Financial Statements. (c) The Company has established and maintains systems a system of internal accounting controls that are is designed to provide, in 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 IFRS GAAP and to maintain accountability for the Company’s assets. The Company maintains and, for all periods covered by the Company Financial Statements, has maintained books and records of the Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (d) Since January 1, 20222018, the Company has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group CompaniesCompany to the Company’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of the Company to the Company’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.

Financial Statements; Undisclosed Liabilities. (a) Section ‎3.4(a4.04(a) of the Company Seller Disclosure Schedules sets forth true and complete copy of Letter includes audited balance sheets with respect to the unaudited consolidated statements of financial position of the Current Companies Business as of June 30each of December 31, 2023 2015 and June 30December 31, 2024 2014 (provided that such balance sheets, together with the financial statements as of and for the year ended June 30notes thereto, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) (the “Latest Annual Balance Sheet DateSheets”) and the related consolidated audited statements of profit or loss and other comprehensive income (loss), changes in equity operations and cash flows of the Current Companies for the twelve month periods then ended December 31, 2015, December 31, 2014 and December 31, 2013 (collectivelytogether with the notes thereto and the Annual Balance Sheets, the “Company Annual Business Financial Statements”). Each of the Company The Annual Business Financial Statements (including the notes theretoi) (A) was were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto)books of account and other financial records of Seller, (Bii) present fairly presents, in all material respects, respects the financial position, position of the Business and the results of its operations and changes in cash flows as of the Current Companies as at the date dates thereof and for the period indicated therein, periods covered thereby and (iii) except as otherwise specifically noted thereinset forth in Section 4.04(a) of the Seller Disclosure Letter, were prepared in accordance with GAAP, in a manner and using accounting principles consistent with Seller’s historical financial statements. (b) No Group Company has any Liabilities of the type required to be Except as set forth on a balance sheet in accordance with IFRSSection 4.04(b) of the Seller Disclosure Letter or as reflected or reserved against on the Annual Balance Sheet as of December 31, except 2015 (the “Balance Sheet”), the Business has no Liabilities of any nature other than Liabilities that (i) as reflected on the Company Financial Statements, (ii) for Liabilities were incurred in the ordinary course of business since the Latest Balance Sheet Date (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), and (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation date of the Transactions. Balance Sheet, or (cii) The Company has established and maintains systems of internal accounting controls that are designed not required to provide, in all material respects, reasonable assurance that (i) all transactions are executed be disclosed on a balance sheet for the Business prepared 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 IFRS and to maintain accountability for the Company’s assets. The Company maintains and, for all periods covered by the Company Financial Statements, has maintained books and records of the Group Companies GAAP or in the ordinary course of business that are accurate notes thereto. Notwithstanding anything to the contrary herein, this Section 4.04(b) shall not constitute any representation or warranty with respect to the matters addressed in Sections 4.06 (Taxes), 4.07 (Employee Related Matters; ERISA), 4.11 (Environmental Matters) and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects4.13 (Intellectual Property). (d) Since January 1, 2022, the Company has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.

Financial Statements; Undisclosed Liabilities. (a) Section ‎3.4(a) The Company has furnished to the Purchaser true, correct and complete copies of a balance sheet, income statement, statement of cash flows and statement of stockholder’s equity and the footnotes thereto for each of the fiscal years ended December 31, 2004, December 31, 2005, and December 31, 2006 reviewed by the Company’s independent accountants, and a Company Disclosure Schedules sets forth true prepared balance sheet, income statement, statement of cash flow and complete copy of the unaudited consolidated statements of financial position of the Current Companies as of June 30, 2023 and June 30, 2024 (provided that the financial statements as of and stockholder’s equity for the year six month period ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) (the “Latest Balance Sheet Date”) and the related consolidated statements of profit or loss and other comprehensive income (loss), changes in equity and cash flows of the Current Companies for the twelve month periods then ended 2007 (collectively, the “Company Financial Statements”). Each Except as set forth in Section 2.5(a) of the Company Disclosure Schedule, the Company Financial Statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States and fairly present in all material respects the financial condition of the Company and its subsidiaries as at the respective dates thereof; provided, however, that the Company prepared financial statements for the six month period ended June 30, 2007 are subject to normal year-end adjustments (which will not be material individually or in the aggregate) and lack footnotes and other presentation items. (b) Except for liabilities (i) set forth in Section 2.5 of the Company Disclosure Schedule, (ii) reflected in the Company Financial Statements or described in any notes thereto (or for which neither accrual nor footnote disclosure is required pursuant to GAAP), or (iii) incurred in the ordinary course of business, consistent with past practice or in connection with this Agreement or the transactions contemplated hereby, neither the Company nor any of its subsidiaries has any material liabilities or obligations of any nature. The Company is not in default in respect of any terms or conditions of any indebtedness. (c) Other than changes in the usual and ordinary conduct of business since December 31, 2006, there have been, and at the Closing Date there will be, no material, adverse changes in the financial condition of the Company. Specifically, but, not by way of limitation, since its balance sheet of December 31, 2006 the Company has not, and prior to the Closing Date will not have: (i) Issued or sold any stock, bond, or other Company securities; (ii) Except for current liabilities incurred and obligations under contracts entered into in the ordinary course of business and except as set forth in Section 2.5(c)(ii) of the Company Disclosure Schedule, incurred any obligation or liability, whether absolute or contingent (in excess of $50,000 individually or in the aggregate); (iii) Except for current liabilities shown on the balance sheet and current liabilities incurred since that date in the ordinary course of business and except as set forth in Section 2.5(c)(iii) of the Company Disclosure Schedule, discharged or satisfied any lien or encumbrance, or paid any obligation or liability, absolute or contingent nor has it delayed or postponed the payment of accounts payable and other Liabilities outside the ordinary course of business; (iv) Mortgaged, pledged or subjected to lien or any other encumbrance, any of its assets, tangible or intangible; (v) Except in the ordinary course of business, sold or transferred any of its tangible assets or canceled any debts or claims, except any excluded assets, or canceled debts or claims as listed in Section 2.5(c)(v) of the Company Disclosure Schedule; (vi) Sold, assigned, or transferred any patents, formulas, trademarks, trade names, copyrights, licenses, or other intangible assets; (vii) Suffered any extraordinary losses, been subjected to any strikes or other labor disturbances, or waived any rights of any substantial value; or (viii) Except for transactions contemplated by this Agreement, entered into any transaction other than in the ordinary course of business; including, but not limited to, any loan to or other transaction with any of its owners, directors, officers, and employees outside the Ordinary Course of Business. (d) Subject to any changes that may have occurred in the ordinary and usual course of business, the assets of the Company at the Closing Date will be substantially those owned by it and shown on the Company Financial Statements. (e) All accounts receivable of the Company and the Subsidiaries reflected on the Company Financial Statements are valid receivables subject to no setoffs or counterclaims and are, to the best of Shareholder’s knowledge, current and collectible (within 90 days after the date on which they first become due and payable), net of the applicable reserve for bad debts on the Company Financial Statements. All accounts receivable reflected in the financial or accounting records of the Company and the Subsidiaries that have arisen since the date of the Company Financial Statements are valid receivables subject to no setoffs or counterclaims and are, to the best of Shareholder's knowledge, current and collectible (including within 90 days after the notes thereto) (A) was prepared in accordance with IFRS applied date on a consistent basis throughout the periods indicated (except as may be indicated in the notes theretowhich they first become due and payable), (B) fairly presents, in all material respects, the financial position, results of operations and cash flows net of the Current Companies as at applicable reserve for bad debts on the date thereof and for the period indicated therein, except as otherwise specifically noted thereinCompany Financial Statements. (bf) No Group Company has any Liabilities Section 2.5(f) of the type required to be set forth on a balance sheet in accordance with IFRS, except Company Disclosure schedule describes each account maintained by or for the benefit of the Company or any Subsidiary at any bank or other financial institution. (ig) as All inventory of the Company and the Subsidiaries whether or not reflected on the Company Financial Statements, (ii) for Liabilities incurred consists of a quality and quantity usable and saleable in the ordinary course of business since the Latest Balance Sheet Date (none business, except for obsolete items and items of below-standard quality, all of which is a Liability for breach of contract, breach of warranty, tort, infringement have been written-off or violation of Law), and (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactions. (c) The Company has established and maintains systems of internal accounting controls that are designed written-down to provide, in 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 IFRS and to maintain accountability for the Company’s assets. The Company maintains and, for all periods covered by net realizable value on the Company Financial Statements. All inventories not written-off have been priced at the lower of net realizable value on a first -in, has maintained books and records first-out basis. The quantity of the Group Companies each type of inventory, whether raw materials, or work-in-process or finished goods, are not excessive in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (d) Since January 1, 2022, the Company has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting present circumstances of the Company or (iii) fraud, whether or not material, that involves management or other employees of and the Company who have a significant role in the internal controls over financial reporting of the CompanySubsidiaries.

Financial Statements; Undisclosed Liabilities. (a) Section ‎3.4(a4.4(a) of the Company Disclosure Schedules sets forth a true and complete copy of (i) the unaudited audited consolidated statements of financial position balance sheets of the Current Companies Company Group as of June 30December 31, 2023 and June 30, 2024 (provided that the financial statements as of and for the year ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) (the “Latest Balance Sheet Date”) 2022 and the related consolidated statements of profit or loss operations, and other comprehensive income stockholders’ equity (loss), changes in equity deficit) and cash flows of the Current Companies Company Group for the twelve years ended December 31, 2023 and 2022 (the “Annual Company Financial Statements”) and (ii) the unaudited consolidated balance sheet of the Company as of September 30, 2023, and the related statement of operations, and stockholders’ equity (deficit) and cash flows of the Company for the nine-month periods period then ended (collectivelythe “Interim Company Financial Statements” and, collectively with the Annual Company Financial Statements, the “Company Financial Statements”). Each of the The Company Financial Statements (including the notes thereto) (A) was were prepared in accordance conformity with IFRS GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), ) and (B) fairly presents, present in all material respects, respects the financial position, results of operations and cash flows of the Current Companies Company as at the date dates thereof and for the period periods indicated therein, except as otherwise specifically noted thereintherein and, in the case of the Interim Company Financial Statements, subject to normal and recurring year-end adjustments as permitted by GAAP that are not material to the Company Group. (b) No Company Group Company Member has any Liabilities of that are not reflected or adequately reserved for on the type required to be set forth on a balance sheet in accordance with IFRSInterim Company Financial Statements, except (i) as reflected on the Company Financial Statements, (ii) for Liabilities incurred in the ordinary course of business since the Latest Balance Sheet Date January 1, 2020 (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), and (iiiii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document Documents or the consummation of the Transactions, (iii) as set forth on Section 4.4(b) of the Company Disclosure Schedules, or (iv) for Liabilities that are not, and would not reasonably be expected to be, individually or in the aggregate, material to the Company Group Members, taken as a whole. (c) The Company has established and maintains systems a system of internal accounting controls that are is designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and authorization, (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance conformity with IFRS GAAP and to maintain accountability for the Company’s assets. The Company maintains and, for all periods covered by the Company Financial Statements, has maintained books and records of the Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all (iii) material respectsinformation is communicated to management as appropriate. (d) Since January 1, 2022, Except as set forth on Section 4.4(d) of the Company Disclosure Schedules, no Company Group Member has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the such Company Group CompaniesMember, (ii) a “material weakness” in the internal controls over financial reporting of the such Company Member or (iii) fraud, whether or not material, that involves management or other employees of the any Company Group Member who have a significant role in the internal controls over financial reporting of any Company Group Member. (e) No Company Group Member 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 any Company Group Member, on the Companyone hand, and any unconsolidated Affiliate, on the other hand), including any structured finance, special purpose or limited purpose entity or Person, or any “off-balance sheet arrangements” (as 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, any Company Group Member in the Company Financial Statements. (f) As of the date hereof, the Company Group Members only have Indebtedness as set forth on Section 4.4(f) of the Company Disclosure Schedules.

Financial Statements; Undisclosed Liabilities. (a) The Company has furnished to the Purchaser true, correct and complete copies of a balance sheet, income statement for each of the fiscal years ended December 31, 2003, December 31, 2004, and December 31, 2005 compiled by the Company's independent accountants, and Company prepared statements of cash flow and stockholders' equity for the fiscal years ended December 31, 2004 and December 31, 2005 (collectively, the "Company Financial Statements"). Except as set forth in Section ‎3.4(a2.5(a) of the Company Disclosure Schedules sets forth true and complete copy of the unaudited consolidated statements of financial position of the Current Companies as of June 30Schedule, 2023 and June 30, 2024 (provided that The Company Financial Statements fairly present in all material respects the financial statements as of and for the year ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) (the “Latest Balance Sheet Date”) and the related consolidated statements of profit or loss and other comprehensive income (loss), changes in equity and cash flows of the Current Companies for the twelve month periods then ended (collectively, the “Company Financial Statements”). Each condition of the Company Financial Statements (including the notes thereto) (A) was prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Current Companies its subsidiaries as at the date thereof respective dates thereof; provided that Purchaser acknowledges that certain accruals and for expenses, as set forth in Section 2.5(a) of the period indicated thereinCompany Disclosure Schedule, except as otherwise specifically noted thereinare excluded from this statement. (b) No Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance with IFRS, except Except for liabilities (i) as reflected on set forth in Section 2.5 of the Company Financial StatementsDisclosure Schedule, (ii) reflected in the Company Financial Statements or described in any notes thereto (or for Liabilities which neither accrual nor footnote disclosure is required pursuant to GAAP), or (iii) incurred in the ordinary course of business since the Latest Balance Sheet Date (none of which is a Liability for breach of contractbusiness, breach of warranty, tort, infringement consistent with past practice or violation of Law), and (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or the transactions contemplated hereby, neither the Company nor any Ancillary Documents, the performance of their respective covenants its subsidiaries has any material liabilities or agreements obligations of any nature. The Company is not in this Agreement default in respect of any terms or conditions of any Ancillary Document or the consummation of the Transactionsindebtedness. (c) The Other than changes in the usual and ordinary conduct of business since December 31, 2005, there have been, and at the Closing Date there will be, no material, adverse changes in the financial condition of the Company. Specifically, but, not by way of limitation, since its balance sheet of December 31, 2005 the Company has established not, and maintains systems of internal accounting controls that are designed prior to provide, in all material respects, reasonable assurance that the Closing Date will not have: (i) all transactions are executed in accordance with management’s authorization and Issued or sold any stock, bond, or other Company securities; (ii) all transactions are recorded as necessary to permit preparation of proper Except for current liabilities incurred and accurate financial statements in accordance with IFRS and to maintain accountability for the Company’s assets. The Company maintains and, for all periods covered by the Company Financial Statements, has maintained books and records of the Group Companies obligations under contracts entered into in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities except as set forth in Section 2.5(c)(ii) of the Group Companies Company Disclosure Schedule, incurred any obligation or liability, whether absolute or contingent (in all material respectsexcess of $50,000 individually or in the aggregate); (iii) Except for current liabilities shown on the balance sheet and current liabilities incurred since that date in the ordinary course of business and except as set forth in Section 2.5(c)(iii) of the Company Disclosure Schedule, discharged or satisfied any lien or encumbrance, or paid any obligation or liability, absolute or contingent; (iv) Mortgaged, pledged or subjected to lien or any other encumbrance, any of its assets, tangible or intangible; (v) Except in the ordinary course of business, sold or transferred any of its tangible assets or canceled any debts or claims, except any excluded assets, or canceled debts or claims as listed in Section 2.5(c)(v) of the Company Disclosure Schedule; (vi) Sold, assigned, or transferred any patents, formulas, trademarks, trade names, copyrights, licenses, or other intangible assets; (vii) Suffered any extraordinary losses, been subjected to any strikes or other labor disturbances, or waived any rights of any substantial value; or (viii) Except for transactions contemplated by this Agreement, entered into any transaction other than in the ordinary course of business. (d) Since January 1, 2022Subject to any changes that may have occurred in the ordinary and usual course of business, the Company has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting assets of the Company or at the Closing Date will be substantially those owned by it and shown on the Company Financial Statements. (iiie) fraudExcept to the extent that a reasonable allowance for uncollectible accounts has been established on its books and is reflected in the Company Financial Statements, whether or not material, that involves management or other employees all accounts receivable and notes receivable of the Company who are current and collectible. Such accounts receivable of the Company have a significant role arisen in the internal controls over financial reporting ordinary course of business in arms-length transactions for goods actually sold and services actually performed or to be performed. Purchaser is hereby notified and acknowledges that the reasonable allowance for uncollectible accounts has just been recently established on the books of the Company, possibly subsequent to Purchaser's conduct of due diligence. (f) All inventory to be transferred to Purchaser pursuant to this Agreement is generally, obsolete or unsaleable.

Financial Statements; Undisclosed Liabilities. (a) Section ‎3.4(a) Attached hereto as Schedule 3.15 and incorporated by reference herein are copies of the Company Disclosure Schedules sets forth true Company's audited combined balance sheet as of December 31, 1998, and complete copy of the its unaudited consolidated statements balance sheet as of September 30, 1999, the Company's audited combined statement of operations and retained earnings for the period ended December 31, 1998 and its unaudited consolidated statement of operations and retained earnings for the period ended September 30, 1999, and the Company's audited combined statement of changes in financial position for the period ended December 31, 1998 and its unaudited combined statement of changes in financial position for the Current Companies as of June period ended September 30, 2023 and June 30, 2024 1999 (provided that hereinafter collectively referred to as the financial statements as of and for the year ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) (the “Latest Balance Sheet Date”) and the related consolidated statements of profit or loss and other comprehensive income (loss), changes in equity and cash flows of the Current Companies for the twelve month periods then ended (collectively, the “Company "Financial Statements”"). Each of the Company The Financial Statements (including the notes thereto) (A) was prepared are in accordance with IFRS the books and records of the Company, are true, correct and complete and accurately present the Company's financial position as of the dates set forth therein and the results of the Company's operations and changes in the Company's financial position for the periods then ended, all in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) fairly presents, in all material respects, the financial position, results of operations during each period and cash flows of the Current Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) No Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance basis consistent with IFRS, except that of prior periods. Except (i) as reflected on disclosed in the Company Financial Statements, (ii) for Liabilities as disclosed in this Agreement, and (iii) as are incurred in the ordinary course of business since the Latest Balance Sheet Date (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), and (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation routine daily affairs of the Transactions. (c) The Company has established Company's and maintains systems of internal accounting controls that are designed to providethe Subsidiaries' business, in 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 IFRS and to maintain accountability for the Company’s assets. The Company maintains and, for all periods covered by nei ther the Company Financial Statements, has maintained books and records nor any of the Group Companies in the ordinary course Subsidiaries has any liabilities or obligations of business that are accurate and complete and reflect the revenuesany nature or kind, expensesknown or unknown, assets and liabilities of the Group Companies in all material respects. (d) Since January 1whether accrued, 2022absolute, the Company has not determined contingent, or otherwise received any written complaint, allegation, otherwise. There is no basis for assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting of against the Company or (iii) fraud, whether or not material, that involves management or other employees any of the Company who have a significant role Subsidiaries of any material claim, liability or obligation not fully disclosed in the internal controls over financial reporting of the CompanyFinancial Statements or in this Agreement.

Financial Statements; Undisclosed Liabilities. (a) Section ‎3.4(a3.01(e) of the Company Disclosure Schedules Letter sets forth true and complete copy the audited consolidated balance sheet of the unaudited consolidated statements of financial position of the Current Companies as of June 30Company, 2023 and June 30, 2024 (provided that the financial statements as of and for the year ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) (the “Latest Balance Sheet Date”) and the related consolidated statements of profit or loss and other comprehensive income (loss), changes in equity operations and cash flows flows, as of November 1, 2014 and November 2, 2013, together with the Current Companies for the twelve month periods then ended notes to such financial statements (collectively, the “Company Financial Statements”). Each of the Company The Financial Statements have been prepared in conformity with GAAP consistently applied (including except in each case as described in the notes thereto) (A) was prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) and fairly presents, present in all material respects, respects the financial position, results of operations and cash flows of the Current Companies Company and its Subsidiaries as at of the date respective dates thereof and for the period respective periods indicated therein, therein except as otherwise specifically noted therein. therein (b) No Group except that the unaudited statements may not contain footnotes and are subject to normal year-end adjustments). Neither the Company nor any of its Subsidiaries has any Liabilities liabilities (whether absolute, accrued, contingent, fixed or otherwise) of any nature that would be required under GAAP, as in effect on the date of this Agreement, to be reflected on a consolidated balance sheet of the type required to be set forth on a balance sheet in accordance with IFRSCompany, except for (iA) as matters reflected on or reserved against in the Company Financial Statements, subject to normal year-end adjustments, (iiB) for Liabilities liabilities incurred since November 1, 2014 in the ordinary course of business since the Latest Balance Sheet Date business, (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), and (iiiC) for Liabilities liabilities incurred in connection with the negotiationtransactions contemplated by this Agreement, preparation or execution including the negotiations relating thereto, (D) liabilities incurred in connection with (1) the proxy contest with respect to the Company’s 2015 annual meeting of this Agreement stockholders held on February 19, 2015, (2) Steel Partners Holdings, L.P. v, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and JPS Industries, Inc., C.A. No. 10583-VCG (including indemnification and advancement of expenses by the Company with respect to Company directors and officers), (3) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇ v. ▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇, C.A. No. 10431-VCG (including indemnification and advancement of expenses by the Company with respect to Company directors), (4) the tender offer by Parent, H&H Acquisition Sub, H&H Group or any Ancillary Documents, the performance of their respective covenants Affiliates with respect to the Company (the “Tender Offer”), or agreements in this Agreement or any Ancillary Document or (5) the consummation appointment of the Transactions. (c) The Company has established and maintains systems of internal accounting controls that are designed an independent fiduciary with respect to provide, in 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 IFRS and to maintain accountability for the Company’s assets. The Company maintains andretirement pension plan, for all periods covered by the Company Financial Statementsand (E) liabilities that would not, has maintained books and records of the Group Companies individually or in the ordinary course aggregate, reasonably be expected to have a Material Adverse Effect. This Section 3.01(e) does not relate to labor and employment matters, which are the subject of business that Section 3.01(k), employee benefit matters, which are accurate and complete and reflect the revenuessubject of Section 3.01(l), expensestaxes, assets and liabilities which are the subject of the Group Companies in all material respects. (dSection 3.01(m) Since January 1or environmental matters, 2022, the Company has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management Hazardous Materials or other employees environmental matters, which are the subject of the Company who have a significant role in the internal controls over financial reporting of the CompanySection 3.01(p).

Financial Statements; Undisclosed Liabilities. (a) Section ‎3.4(a) of Parent has previously furnished to Buyer the Company Disclosure Schedules sets forth true and complete copy of the Group’s unaudited consolidated statements of financial position of the Current Companies balance sheet as of June 30February 25, 2023 and June 30, 2024 (provided that the financial statements as of and for the year ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) 2018 (the “Latest Balance Sheet DateSheet”) and as of February 26, 2017 and February 28, 2016, and the related consolidated statements statement of profit or loss and other comprehensive income (loss), changes in equity and cash flows of the Current Companies operations for the twelve twelve-month periods then ended (collectively, the “Company Financial Statements”). Each The Financial Statements have been prepared, in each case, in conformity in all material respects with GAAP, consistently applied, and present fairly in all material respects the financial condition and results of operations of the Company Financial Statements Group (including the notes theretotaken as whole) (A) was prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Current Companies as at the date thereof dates and for the period indicated thereinperiods referred to therein consistent with the books and records of Parent and each member of the Company Group, except as otherwise specifically noted thereinsubject to (x) the absence of footnote disclosures and other presentation items and (y) changes resulting from year-end adjustments. (b) No As of the date hereof, no member of the Company Group Company has any Liabilities of the type material liabilities that would be required to be set forth reflected or reserved against on a consolidated balance sheet of the Company Group prepared in accordance with IFRSGAAP, except for liabilities (i) as reflected or reserved against on the Company Latest Balance Sheet (including any notes thereto or in the notes to the other Financial Statements), (ii) for Liabilities incurred after the date of the Latest Balance Sheet in the ordinary course of business since the Latest Balance Sheet Date (none of which is a Liability for breach of contractconsistent with past practice, breach of warranty, tort, infringement or violation of Law), and (iii) for Liabilities incurred as contemplated by this Agreement or otherwise arising in connection with the negotiationTransactions, preparation or execution (iv) disclosed on the Disclosure Schedule, (v) included in the computation of this Agreement or any Ancillary DocumentsIndebtedness Amount, the performance of their respective covenants Net Working Capital Amount or agreements in this Agreement Transaction Expenses, or any Ancillary Document (vi) which would not, individually or the consummation of the Transactions. (c) The Company has established and maintains systems of internal accounting controls that are designed to provide, in 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 IFRS and to maintain accountability for the Company’s assets. The Company maintains and, for all periods covered by the Company Financial Statements, has maintained books and records of the Group Companies in the ordinary course aggregate, have or would reasonably be expected to have a Company ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Adverse Effect. This representation will not be deemed breached as a result of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies a change in all material respects. (d) Since January 1, 2022applicable Law, the Company has not determined Code or otherwise received any written complaintGAAP after the Closing. No representation or warranty is made under this Section 3.5 with respect to Taxes, allegationemployee benefits matters or environmental matters, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group Companieswhich are covered exclusively by Section 3.9, (ii) a “material weakness” in the internal controls over financial reporting of the Company or (iii) fraudSection 3.10 and Section 3.11, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Companyrespectively.

Financial Statements; Undisclosed Liabilities. (a) Section ‎3.4(aAttached hereto as Schedule 2.6(a)(i) are unaudited statement of income of the Company Disclosure Schedules sets forth true and complete copy of the unaudited consolidated statements of financial position of the Current Companies as of June 30, 2023 and June 30, 2024 (provided that the financial statements as of and Business for the year six-month periods ended June 30, 2024 were provided without footnotes 2002 and do not reflect any pro forma adjustments relating to non2003, the nine-recurring transactions after month periods ended September 2002 and 2003 and the balance date) years ended December 31, 2001 and 2002 (the “Latest Balance Sheet Date”) and the related consolidated statements of profit or loss and other comprehensive income (loss), changes in equity and cash flows of the Current Companies for the twelve month periods then ended (collectively, the “Company Financial Income Statements”). Each of the Company Financial The Income Statements (including i) except as specifically noted in the notes thereto) (A) was Income Statements, have been prepared in accordance with IFRS United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated consistently with Seller’s past practices and (except as may be indicated in the notes thereto), (Bii) fairly presents, are complete and correct in all material respects, respects except as specifically noted in the financial position, Income Statements and present fairly in all material respects the results of operations and cash flows of the Current Companies as Business for the periods covered thereby. Schedule 2.6(a)(ii) also includes certain financial information relating to the Business and such information is complete and correct in all material respects and presents fairly in all material respects the information it purports to state at the date thereof dates and for the period indicated therein, except as otherwise specifically noted thereinperiods presented in such information. (b) No Group Company has any Liabilities As of the date hereof, Seller has no liabilities of any nature relating to the Business, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown (including without limitation liabilities as guarantor or otherwise with respect to obligations of others, or contingent or potential liabilities relating to the conduct of the Business prior to the date hereof, regardless of whether claims in respect thereof have been asserted), whether or not of a type required to be set forth shown on a balance sheet prepared in accordance with IFRSGAAP, except (i) liabilities reflected in Schedules furnished to Buyer hereunder as reflected on the Company Financial Statements, (ii) for Liabilities incurred in the ordinary course of business since the Latest Balance Sheet Date (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), and (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactions. (c) The Company has established date hereof and maintains systems prorations of internal accounting controls that are designed expenses made between Seller and Buyer with respect to provide, in all material respects, reasonable assurance that (i) all transactions are executed Laundry Leases made in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation the terms of proper and accurate financial statements in accordance with IFRS and to maintain accountability for the Company’s assets. The Company maintains and, for all periods covered by the Company Financial Statements, has maintained books and records of the Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respectsthis Agreement. (d) Since January 1, 2022, the Company has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.

Financial Statements; Undisclosed Liabilities. (a) Section ‎3.4(a) Seller has delivered to Buyer the audited consolidated balance sheets of the Company Disclosure Schedules sets forth true and complete copy of the unaudited consolidated statements of financial position of the Current Companies Seller as of June 30December 31, 2023 2005, 2006 and June 30, 2024 (provided that the financial statements as of and for the year ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) (the “Latest Balance Sheet Date”) 2007 and the related consolidated statements of profit or loss operations, cash flows and other comprehensive income (loss), changes in stockholders’ equity and cash flows of the Current Companies for the twelve month periods fiscal years then ended (collectively, the “Company Financial Statements”). Each of the Company The Financial Statements (including the notes thereto) (A) was prepared fairly present, in accordance with IFRS applied on a consistent basis throughout United States generally accepted accounting principles applicable to companies that do not have securities registered under the periods indicated Securities Exchange Act of 1934 (except as may be indicated in the notes thereto“GAAP”), (B) fairly presentsthe consolidated financial condition of Seller and its subsidiaries as of the respective dates of, in all material respects, and the financial position, consolidated results of operations and cash flows of the Current Companies as at the date thereof Seller and its subsidiaries for the period indicated thereinrespective periods, except presented in such Financial Statements. The Financial Statements reflect the consistent application of such accounting principles throughout the periods involved other than as otherwise specifically noted disclosed therein. The Financial Statements have been prepared in accordance with the accounting records of Company Group. (b) No There are no liabilities (whether known, unknown, contingent or otherwise) of Company Group Company has any Liabilities of the type required to be set forth reflected on a consolidated balance sheet prepared in accordance with IFRS, except GAAP other than (i) as liabilities or obligations reflected on the Company Financial StatementsStatements or in the notes thereto, (ii) for Liabilities liabilities or obligations incurred since December 31, 2007 in the ordinary course of business since the Latest Balance Sheet Date (none of which is a Liability for breach of contractconsistent with past practice, breach of warranty, tort, infringement or violation of Law), and (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactions. (c) The Company has established and maintains systems of internal accounting controls that are designed to provide, in 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 IFRS and to maintain accountability for the Company’s assets. The Company maintains and, for all periods covered by the Company Financial Statements, has maintained books and records of the Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (d) Since January 1, 2022, the Company has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting of the Company or (iii) fraudliabilities that would not, whether individually or in the aggregate, have a Material Adverse Effect. To Seller’s knowledge, Schedule 4.17(b) is a true and correct list of all liabilities required to be disclosed pursuant to the preceding sentence but not material, that involves management or other employees so disclosed because they fall within the scope of clause (iii) of the Company who have a significant role in the internal controls over financial reporting preceding sentence, each of the Companywhich liabilities individually exceeds $100,000.

Financial Statements; Undisclosed Liabilities. (a) Section ‎3.4(a) of the The Company Disclosure Schedules sets forth has made available to ACT a true and complete copy of the unaudited consolidated statements of financial position balance sheet of the Current Group Companies as of June 30December 31, 2023 and June 30, 2024 (provided that the financial statements as of and for the year ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) 2020 (the “Latest Balance Sheet DateSheet”) ), and the related unaudited consolidated statements of profit or loss and other comprehensive income (loss)operations, changes in members’ equity and cash flows of the Current Group Companies for the twelve month periods then ended (collectively, the “Company Financial Statements”). Each , which are attached as Section 3.4(a) of the Company Disclosure Schedules. The Financial Statements (including the notes thereto, if applicable) (Ai) was were prepared in accordance with IFRS GAAP applied on a consistent basis throughout the periods indicated (except as may be specifically indicated in the notes thereto), ) and (Bii) fairly presentspresent, in all material respects, the consolidated financial position, results of operations and cash flows of the Current Group Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) No Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance with IFRS, except Except (i) as reflected set forth on the Company Financial StatementsLatest Balance Sheet (and the notes thereto), (ii) for Liabilities incurred in the ordinary course of business since the date of the Latest Balance Sheet Date (none of which is excluding any Liability directly or indirectly related to a Liability for breach of contractContract, breach of warranty, tort, infringement Proceeding or violation of of, or non-compliance with Law), and (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance by the Company of their respective its covenants or agreements in this Agreement or any Ancillary Document to which it is or will be a party or the consummation of the Transactionstransactions contemplated hereby or thereby (including, for the avoidance of doubt, the Company Expenses), (iv) executory obligations under Contracts (excluding any Liability directly or indirectly related to a breach of Contract), (v) that are expressly permitted pursuant to or incurred in accordance with Section 5.1(b) (including as set forth in Section 5.1(b)(i)-(vi) of the Company Disclosure Schedules) and (vi) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liability. (c) The Company has Group Companies have established and maintains maintain systems of internal accounting controls that are designed to provide, in 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 IFRS GAAP and to maintain accountability for the Company’s Group Companies’ assets. The Company maintains Group Companies maintain and, for all periods covered by the Company Financial Statements, has have maintained books and records of the Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (d) Since Except as set forth on Section 3.4(d) of the Company Disclosure Schedules, since January 1, 20222020, (i) as of the date hereof, no Group Company has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (iA) “significant deficiency” in the internal controls over financial reporting of the Group Companies, or (iiB) a “material weakness” in the internal controls over financial reporting of the Company Group Companies or (iiiii) fraud, whether or not material, that involves management or other employees of the Company Group Companies who have a significant role in the internal controls over financial reporting of the CompanyGroup Companies.

Financial Statements; Undisclosed Liabilities. (a) Section ‎3.4(a) of the The Company Disclosure Schedules sets forth has made available to ARYA a true and complete copy of the unaudited audited consolidated statements of financial position balance sheet of the Current Companies Company as of June 30December 31, 2023 and June 30, 2024 (provided that the financial statements as of and for the year ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) 2019 (the “Latest Balance Sheet DateSheet”) and the related audited consolidated statements of profit or loss operations and other comprehensive income (loss), changes in equity convertible preferred stock and stockholders’ deficit and cash flows of the Current Companies Company for the twelve month periods year then ended (collectively, the “Company Financial Statements”). Each , which are attached as Section 3.4(a) of the Company Disclosure Schedules. The Financial Statements (including the notes thereto, if applicable) (A) was were prepared in accordance with IFRS GAAP applied on a consistent basis throughout the periods indicated (except as may be specifically indicated in the notes thereto), and (B) fairly presentspresent, in all material respects, the financial position, results of operations operations, and cash flows of the Current Companies as at the date thereof and Company for the period indicated therein, except as otherwise specifically noted therein. (b) No Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance with IFRS, except Except (i) as reflected set forth on the Company Financial StatementsLatest Balance Sheet (and the notes thereto), (ii) for Liabilities incurred in the ordinary course of business since the date of the Latest Balance Sheet Date (none of which is excluding any Liabilities directly or indirectly related to a Liability for breach of contractContract, breach of warranty, tort, infringement Proceeding or violation of of, or non-compliance with Law), and (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance by the Company of their respective its covenants or agreements in this Agreement or any Ancillary Document to which it is or will be a party or the consummation of the Transactionstransactions contemplated hereby or thereby (including, for the avoidance of doubt, the Company Expenses), (iv) executory obligations under Contracts (excluding any Liabilities directly or indirectly related to a breach of Contract), (v) that are expressly permitted pursuant to or incurred in accordance with Section 5.1(b) (including as set forth in Section 5.1(b)(i)-(vi) of the Company Disclosure Schedules) and (vi) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilities. (c) The Company has Group Companies have established and maintains maintain systems of internal accounting controls that are designed to provide, in 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 IFRS GAAP and to maintain accountability for the Company’s Group Companies’ assets. The Company maintains Group Companies maintain and, for all periods covered by the Company Financial Statements, has have maintained books and records of the Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (d) Since Except as set forth on Section 3.4(d) of the Company Disclosure Schedules, since January 1, 20222019, (a) as of the date hereof, no Group Company has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies, or (ii) a “material weakness” in the internal controls over financial reporting of the Company Group Companies or (iiib) fraud, whether or not material, that involves management or other employees of the Company Group Companies who have a significant role in the internal controls over financial reporting of the CompanyGroup Companies.

Financial Statements; Undisclosed Liabilities. (a) Section ‎3.4(a) of the Such ▇▇▇▇▇▇▇ Company Disclosure Schedules sets forth has made available to Acquiror a true and complete copy of (i) the audited consolidated statements of financial condition of each of ▇▇▇▇▇▇▇ I and ▇▇▇▇▇▇▇ II, including their respective audited consolidated schedules of investments, as of December 31, 2020 and December 31, 2021 and the related audited consolidated statements of income, changes in members’ capital and cash flows for each of the years then ended, each prepared in accordance with AICPA standards and (ii) the unaudited consolidated statements of financial position condition of the Current Companies each of ▇▇▇▇▇▇▇ I and ▇▇▇▇▇▇▇ II as of June September 30, 2023 and June 30, 2024 (provided that the financial statements as of and for the year ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) 2022 (the “Latest Balance Sheet DateStatement of Financial Condition”) and the related unaudited consolidated statements of profit or loss and other comprehensive income (loss), changes in equity and cash flows of the Current Companies each of ▇▇▇▇▇▇▇ I and ▇▇▇▇▇▇▇ II for the twelve 9-month periods period then ended ended, prepared in accordance with AICPA standards (clauses (i) and (ii), collectively, the “Company AICPA Financial Statements”), each of which are attached as Section 4.4(a) of the ▇▇▇▇▇▇▇ Company Disclosure Schedules. Each of the Company AICPA Financial Statements (including the notes thereto) (A) was prepared in accordance with IFRS GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) fairly presents, in all material respects, the financial position, results of operations operations, changes in members’ capital and cash flows of the Current ▇▇▇▇▇▇▇ Group Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, and (C) complies in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (b) The audited consolidated statements of financial condition of the ▇▇▇▇▇▇▇ Group Companies, including the audited consolidated schedules of investments, as of December 31, 2021 and December 31, 2022, and the related audited consolidated statements of income, changes in members’ capital and cash flows of the ▇▇▇▇▇▇▇ Group Companies for the year then ended, prepared in accordance with PCAOB standards (the “Required ▇▇▇▇▇▇▇ Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.15, (i) will be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) will fairly present, in all material respects, the financial position, results of operations, changes in members’ capital and cash flows of the ▇▇▇▇▇▇▇ Group Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein and (iii) will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (c) No ▇▇▇▇▇▇▇ Group Company has any Liabilities of the type liabilities, debts or obligations, whether accrued or fixed, absolute or contingent, known or unknown, matured or unmatured or determined or determinable, including those arising under any Law, Proceeding or Order and those arising under any Contract, agreement, arrangement, commitment or undertaking, in each case, which would be required by GAAP to be set forth on a balance sheet in accordance with IFRSthe consolidated statements of financial condition of the ▇▇▇▇▇▇▇ Group Companies, except (i) as reflected set forth on the Company Latest Statement of Financial StatementsCondition, (ii) for Liabilities liabilities incurred in the ordinary course of business since the date of the Latest Balance Sheet Date Statement of Financial Condition (none of which is a Liability liability for breach of contract, breach of warranty, tort, infringement or violation of Law), and (iii) for Liabilities liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactionstransactions contemplated hereby or thereby, (iv) as set forth on Section 4.4(c) of the ▇▇▇▇▇▇▇ Company Disclosure Schedules, and (v) for liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the ▇▇▇▇▇▇▇ Group Companies, taken as a whole. (cd) The Company has ▇▇▇▇▇▇▇ Group Companies have established and maintains maintain systems of internal accounting controls that are designed to provide, in 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 IFRS GAAP and to maintain accountability for the Company’s ▇▇▇▇▇▇▇ Group Companies’ assets. The Company maintains ▇▇▇▇▇▇▇ Group Companies maintain and, for all periods covered by the Company AICPA Financial Statements, has have maintained books and records of the ▇▇▇▇▇▇▇ Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the ▇▇▇▇▇▇▇ Group Companies in all material respects. (de) Since January 1, 20222021, except as set forth on Section 4.4(e) of the ▇▇▇▇▇▇▇ Company Disclosure Schedules, no ▇▇▇▇▇▇▇ Group Company has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the ▇▇▇▇▇▇▇ Group Companies, (ii) a “material weakness” in the internal controls over financial reporting of the Company ▇▇▇▇▇▇▇ Companies, or (iii) fraud, whether or not material, that involves management or other employees of the Company ▇▇▇▇▇▇▇ Group Companies who have a significant role in the internal controls over financial reporting of the Company▇▇▇▇▇▇▇ Group Companies. (f) No ▇▇▇▇▇▇▇ Group Company is a party to, or has any commitment to become a party to, any written joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among such ▇▇▇▇▇▇▇ Company and a Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity, on the other hand, or an “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or intended effect of such Contract is to avoid any disclosure of any material transaction involving, or material liabilities of, such ▇▇▇▇▇▇▇ Company or any of its Subsidiaries in the AICPA Financial Statements.

Financial Statements; Undisclosed Liabilities. (a) Section ‎3.4(a) 4.04 of the Company Disclosure Schedules sets forth true includes true, correct and complete copy copies of (i) the pro forma carve-out unaudited statements of revenues, cost of goods sold and gross margin and direct expenses associated with the Business for the fiscal years ended December 31, 2016 and December 31, 2017 and (ii) the pro-forma carve-out unaudited balance sheet of the Business and the pro-forma carve-out unaudited consolidated statements of financial position of operations for the Current Companies as of June four months ended April 30, 2023 2018, five months ended May 31, 2018 and June 30, 2024 (provided that the financial statements as of and for the year six months ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) 2018 (the “Latest Balance Sheet Date”schedules in clauses (i) and the related consolidated statements of profit or loss and other comprehensive income (lossii), changes in equity and cash flows of the Current Companies for the twelve month periods then ended (collectively, the “Company Financial Statements”). Each of the Company Financial Statements (including the notes thereto) (A) was prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Current Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) No Group Company has any Liabilities The Financial Statements fairly and accurately present in all material respects the standalone financial condition of the type required Business as of the respective dates and for the periods indicated therein (subject to normal adjustments which will not, individually or in the aggregate, be set forth on a balance sheet material in accordance with IFRSnature or amount). (c) Seller has no Liabilities against, relating to or affecting the Business, except (i) as those which are adequately reflected on or reserved against in the Company Interim Financial Statements, (ii) for Liabilities those which have been incurred in the ordinary course of business since January 1, 2018, and which are not, individually or in the Latest Balance Sheet Date aggregate, material in amount, (none iii) performance obligations under the executory portion of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law)any Assumed Contracts, and (iiiiv) for Liabilities those incurred in connection with pursuant to the negotiation, preparation or execution of this Agreement or any Ancillary Documents, Transaction Agreements and the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactions. (c) The Company has established and maintains systems of internal accounting controls that are designed to provide, in 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 IFRS and to maintain accountability for the Company’s assets. The Company maintains and, for all periods covered by the Company Financial Statements, has maintained books and records of the Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respectscontemplated hereby. (d) Since January 1, 2022, the Company has not determined or otherwise received any written complaint, allegation, assertion or claim that there Seller is (i) “significant deficiency” in the internal controls over financial reporting solvent for all purposes under federal bankruptcy and applicable state fraudulent transfer and fraudulent conveyance Laws. The sale of the Group Companies, (ii) Purchased Assets by Seller hereunder will not render Seller insolvent and does not constitute a “material weakness” in the internal controls over financial reporting of the Company fraudulent transfer or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Companyconveyance under such Law.

Financial Statements; Undisclosed Liabilities. (ai) Section ‎3.4(a) TCB has previously delivered or made available to FCB accurate and complete copies of the Company Disclosure Schedules sets forth true and complete copy TCB Financial Statements which, in the case of the unaudited consolidated balance sheets of TCB as of December 31, 2008, 2007 and 2006 and the statements of financial position operations, stockholders’ equity and cash flows for each of the Current Companies years ended December 31, 2008, 2007 and 2006, are accompanied by the audit report of ▇▇▇▇▇ ▇▇▇▇▇▇ PLLC. The TCB Financial Statements fairly present or will fairly present, as the case may be, the financial condition of TCB as of June 30the respective dates set forth therein, 2023 and June 30, 2024 (provided that the financial statements as of and for the year ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) (the “Latest Balance Sheet Date”) and the related consolidated statements results of profit or loss and other comprehensive income (loss)operations, changes in stockholders’ equity and cash flows of the Current Companies TCB for the twelve month respective periods then ended (collectively, the “Company Financial Statements”). Each or as of the Company Financial Statements (including the notes thereto) (A) was prepared respective dates set forth therein, in each case in accordance with IFRS GAAP consistently applied on a consistent basis throughout during the periods indicated (involved, except in each case as may be indicated in the notes thereto), (B) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Current Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (bii) No Group Company has any Liabilities of The TCB Financial Statements have been or will be, as the type required to be set forth on a balance sheet case may be, prepared in accordance with IFRSGAAP consistently applied during the periods involved, except as stated therein. The audits of TCB have been conducted in accordance with generally accepted auditing standards of the United States of America. (iiii) Except as reflected on the Company Financial Statementsset forth in Section 5.03(h)(iii) of TCB’s Disclosure Schedule, (ii) for Liabilities since December 31, 2008, TCB has not incurred any liability other than in the ordinary course of business since consistent with past practice (excluding the Latest Balance Sheet Date (none incurrence of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), and (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of expenses related to this Agreement or any Ancillary Documents, and the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the TransactionsTransaction). (civ) The Company Since December 31, 2008, (A) TCB has established conducted its businesses in the ordinary and usual course consistent with past practice (excluding the incurrence of expenses related to this Agreement and the Transaction), (B) TCB has not taken nor permitted any of the actions set forth in Section 4.01 hereof between December 31, 2008 and the date hereof and (C) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to TCB. (v) Except for mortgage loans and participations TCB has entered into the ordinary course of business, no agreement pursuant to which any Loans or other assets have been or shall be sold by TCB entitle the buyer of such Loans or other assets, unless there is material breach of a representation or covenant by TCB, to cause TCB to repurchase such Loans or other assets or the buyer to pursue any other form of recourse against TCB. Since December 31, 2008, no cash, stock or other dividend or any other distribution with respect to the capital stock of TCB has been declared, set aside or paid. In addition, no shares of capital stock of TCB have been purchased, redeemed or otherwise acquired, directly or indirectly, by TCB since December 31, 2008, and no agreements have been made to do the foregoing. (vi) TCB maintains systems a system of internal accounting controls sufficient to provide reasonable assurances that are designed to provide, in 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 information concerning TCB is made known on a timely basis to permit the preparation of proper the TCB Financial Statements and accurate financial statements in accordance with IFRS and any public disclosure documents relating to maintain accountability for the Company’s assets. The Company maintains and, for all periods covered by the Company Financial Statements, has maintained books and records of the Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respectsTCB. (d) Since January 1, 2022, the Company has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.

Financial Statements; Undisclosed Liabilities. (a) Section ‎3.4(a) The Company has delivered to Purchaser true, complete and correct copies of the Company Disclosure Schedules sets forth true and complete copy of the unaudited consolidated statements of financial position of the Current Companies as of June 30, 2023 and June 30, 2024 (provided that the following financial statements as of and for the year ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) (the “Latest Balance Sheet Date”) and the related consolidated statements of profit or loss and other comprehensive income (loss), changes in equity and cash flows of the Current Companies for the twelve month periods then ended (collectively, the “Financial Statements”): (i) company-prepared balance sheet and statement of income and cash flow of the Company as of December 31, 2012; (ii) company-prepared balance sheets and statements of income and cash flow of the Company for each calendar quarter in 2012; (iii) company-prepared balance sheets and statements of income and cash flow of the Company for each calendar quarter between December 31, 2012 and the Closing Date; and (iv) company-prepared balance sheets and statements of income and cash flow of the Company for each month between December 31, 2013 and the Closing Date (the balance sheets and statements described in clauses (ii), (iii) and (iv), collectively, the “Interim Financial Statements”). Each of the Company The Financial Statements (including the notes thereto) (Ax) was were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto)GAAP consistently applied, (By) were prepared in accordance with, and are consistent with, the books and records of the Company (which books and records are true, complete and correct in all material respects) and (z) fairly presentspresent, in all material respects, the assets, liabilities and financial position, condition of the Company as of their respective dates and the results of operations and cash flows of the Current Companies as at the date thereof and Company for the period indicated thereinrespective periods covered thereby, except as otherwise specifically noted therein. that the Interim Financial Statements are subject to normal year-end adjustments (bwhich adjustments would not be material, individually or in the aggregate) No Group and do not have notes included therewith (which notes would not be material, individually or in the aggregate). The Company has does not have any Liabilities of Liability (and there is no reasonable basis for any present or future Legal Proceeding against the type required Company giving rise to be any Liability), except for any Liability (1) set forth on a balance sheet the face of the Most Recent Balance Sheet (rather than in accordance with IFRS, except (i) as reflected on the Company Financial Statementsany notes thereto), (ii2) for Liabilities incurred listed on Section 3.1(f) of the Disclosure Schedule, (3) that has arisen in the ordinary course Ordinary Course of business Business since the Latest date of the Most Recent Balance Sheet Date (none of which does not arise out of, relate to or result from and which is a Liability for not in the nature of and was not caused by any breach of contractContract, breach of warranty, tort, infringement or other violation of Law), and ) or (iii4) for Liabilities incurred under this Agreement or any Related Agreement or otherwise in connection with the negotiation, preparation transactions contemplated hereby or execution thereby. Except as set forth on Section 3.1(f) of this Agreement or any Ancillary Documentsthe Disclosure Schedule, the performance of their respective covenants or agreements in this Agreement or Company does not have any Ancillary Document or Company Debt outstanding on the consummation of date hereof and will not have any Company Debt outstanding on the Transactions. (c) Closing Date. The Company has established implemented and maintains systems a system of internal accounting controls that are designed to provide, in 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 IFRS and to maintain accountability for the Company’s assets. The Company maintains and, for all periods covered by the Company Financial Statements, has maintained books and records of the Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (d) Since January 1, 2022, the Company has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting sufficient to provide reasonable assurance regarding the reliability of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting and the preparation of the Company or (iii) fraudfinancial statements for external purposes in accordance with GAAP, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Companyconsistently applied.

Financial Statements; Undisclosed Liabilities. (a) Section ‎3.4(a) The Company has furnished to the Parent true, correct and complete copies of a balance sheet, income statement, statement of cash flows and statement of Shareholders equity and the footnotes thereto for each of the fiscal years ended December 31, 2004, December 31, 2005, and December 31, 2006 reviewed by the Company’s independent accountants, and Company Disclosure Schedules sets forth true prepared balance sheets, income statements, statements of cash flow and complete copy statements of Shareholders equity for each of the unaudited consolidated statements of financial position of the Current Companies as of June 30fiscal years ended December 31, 2023 and June 302005, 2024 (provided that the financial statements as of December 31, 2006 and for the year three month period ended June 30March 31, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) (the “Latest Balance Sheet Date”) and the related consolidated statements of profit or loss and other comprehensive income (loss), changes in equity and cash flows of the Current Companies for the twelve month periods then ended 2007 (collectively, the “Company Financial Statements”). Each Except as set forth in Section 3.5(a) of the Company Disclosure Schedule, the Company Financial Statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States and fairly present in all material respects the financial condition of the Company and its subsidiaries as at the respective dates thereof; provided, however, that the Company prepared financial statements for the three month period ended March 31, 2007 are subject to normal year-end adjustments (which will not be material individually or in the aggregate) and lack footnotes and other presentation items. (b) Except for liabilities (i) set forth in Section 3.5 of the Company Disclosure Schedule, (ii) reflected in the Company Financial Statements or described in any notes thereto (or for which neither accrual nor footnote disclosure is required pursuant to GAAP), or (iii) incurred in the ordinary course of business, consistent with past practice or in connection with this Agreement or the transactions contemplated hereby, neither the Company nor any of its subsidiaries has any material liabilities or obligations of any nature. The Company is not in default in respect of any terms or conditions of any indebtedness. (c) Other than changes in the usual and ordinary conduct of business since December 31, 2006, there have been, and at the Closing Date there will be, no material, adverse changes in the financial condition of the Company. Specifically, but, not by way of limitation, since its balance sheet of December 31, 2006 the Company has not, and prior to the Closing Date will not have: (i) Issued or sold any stock, bond, or other Company securities; (ii) Except for current liabilities incurred and obligations under contracts entered into in the ordinary course of business and except as set forth in Section 3.5(c)(ii) of the Company Disclosure Schedule, incurred any obligation or liability, whether absolute or contingent (in excess of $100,000 individually or in the aggregate); (iii) Except for current liabilities shown on the balance sheet and current liabilities incurred since that date in the ordinary course of business and except as set forth in Section 3.5(c)(iii) of the Company Disclosure Schedule, discharged or satisfied any lien or encumbrance, or paid any obligation or liability, absolute or contingent nor has it delayed or postponed the payment of accounts payable and other Liabilities outside the ordinary course of business; (iv) Mortgaged, pledged or subjected to lien or any other encumbrance, any of its assets, tangible or intangible; (v) Except in the ordinary course of business, sold or transferred any of its inventory or other tangible assets or canceled any debts or claims, except any excluded assets, or canceled debts or claims as listed in Section 3.5(c)(v) of the Company Disclosure Schedule; (vi) Sold, assigned, or transferred any patents, formulas, trademarks, trade names, copyrights, licenses, or other intangible assets other than in the ordinary course of business; (vii) Suffered any extraordinary losses, been subjected to any strikes or other labor disturbances, or waived any rights of any substantial value; or (viii) Except for transactions contemplated by this Agreement, entered into any transaction other than in the ordinary course of business; including, but not limited to, any loan to or other transaction with any of its owners, directors, officers, and employees outside the ordinary course of business. (d) Subject to any changes that may have occurred in the ordinary and usual course of business, the assets of the Company at the Closing Date will be substantially those owned by it and shown on the Company Financial Statements. (e) All accounts receivable of the Company and the Subsidiaries reflected on the Company Financial Statements are valid receivables subject to no setoffs or counterclaims and are current and collectible (within 90 days after the date on which they first become due and payable), net of the applicable reserve for bad debts on the Company Financial Statements. All accounts receivable reflected in the financial or accounting records of the Company and the Subsidiaries that have arisen since the date of the Company Financial Statements are valid receivables subject to no setoffs or counterclaims and are current and collectible (including within 90 days after the notes thereto) (A) was prepared in accordance with IFRS applied date on a consistent basis throughout the periods indicated (except as may be indicated in the notes theretowhich they first become due and payable), (B) fairly presents, in all material respects, the financial position, results of operations and cash flows net of the Current Companies as at applicable reserve for bad debts on the date thereof and for the period indicated therein, except as otherwise specifically noted thereinCompany Financial Statements. (bf) No Group Company has any Liabilities Section 3.5(f) of the type required to be set forth on a balance sheet in accordance with IFRS, except Company Disclosure schedule describes each account maintained by or for the benefit of the Company or any Subsidiary at any bank or other financial institution. (ig) as All inventory of the Company and the Subsidiaries whether or not reflected on the Company Financial Statements, (ii) for Liabilities incurred consists of a quality and quantity usable and saleable in the ordinary course of business since the Latest Balance Sheet Date (none business, except for obsolete items and items of below-standard quality, all of which is a Liability for breach of contract, breach of warranty, tort, infringement have been written-off or violation of Law), and (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactions. (c) The Company has established and maintains systems of internal accounting controls that are designed written-down to provide, in 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 IFRS and to maintain accountability for the Company’s assets. The Company maintains and, for all periods covered by net realizable value on the Company Financial Statements. All inventories not written-off have been priced at the lower of net realizable value on a first -in, has maintained books and records first-out basis. The quantity of the Group Companies each type of inventory, whether raw materials, or work-in-process or finished goods, are not excessive in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (d) Since January 1, 2022, the Company has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting present circumstances of the Company or (iii) fraud, whether or not material, that involves management or other employees of and the Company who have a significant role in the internal controls over financial reporting of the CompanySubsidiaries.

Financial Statements; Undisclosed Liabilities. (ai) Section ‎3.4(a) The audited consolidated balance sheets of the Company Disclosure Schedules sets forth true Group Companies as of December 31, 2020 and complete copy of December 31, 2021, and the unaudited related audited consolidated statements of financial position of the Current Companies as of June 30operations and comprehensive income, 2023 convertible preferred stock and June 30, 2024 (provided that the financial statements as of and for the year ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) (the “Latest Balance Sheet Date”) and the related consolidated statements of profit or loss and other comprehensive income (loss), changes in stockholders’ equity and cash flows of the Current Group Companies for each of the periods then ended and (ii) the unaudited consolidated balance sheets of the Group Companies as of December 31, 2021, and the related unaudited consolidated statements of operations, comprehensive income, convertible preferred stock and stockholders’ equity and cash flows of the Group Companies for the twelve twelve-month periods then ended (collectively, the “Closing Company Parties Financial Statements”). Each , when delivered following the date of the Company Financial Statements this Agreement in accordance with Section 5.17, (including the notes theretoi) (A) was will be prepared in accordance with IFRS GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (Bii) will fairly presentspresent, in all material respects, the financial position, results of operations and cash flows of the Current Companies Company Party and its Subsidiaries as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, and (iii) will comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (b) No Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance with IFRS, except Except (i) as reflected on set forth or disclosed in the Closing Company Parties Financial Statements, (ii) for Liabilities incurred in the ordinary course of business since the Latest Balance Sheet Date (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), and (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective its covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactionstransactions contemplated hereby or thereby, (iii) for Liabilities incurred in the ordinary course of business since the unaudited consolidated balance sheets of the Group Companies as of December 31, 2021 (the “Latest Balance Sheet Date”) or (iv) as otherwise set forth on Section 3.4(b) of the Company Parties Disclosure Schedule, no Company Party and its Subsidiaries has any Liabilities of the type required to be set forth on a balance sheet in accordance with GAAP. (c) The Each Company has Party and its Subsidiaries have established and maintains systems of internal accounting controls that are designed to provide, in 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 IFRS GAAP and to maintain accountability for the CompanyCompany Party’s and its Subsidiaries’ assets. The Company maintains Group Companies maintain and, for all periods covered by the Company Financial Statements, has have maintained books and records of the Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (d) Since January 1, 2022, Except as set forth in Section 3.4(d) of the Company Parties Disclosure Schedule, since December 31, 2018, no Company Party or its Subsidiaries has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the a Group CompaniesCompany to each Company Party’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of the a Group Company to each Company Party’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of the a Group Company who have a significant role in the internal controls over financial reporting of the a Group Company.

Financial Statements; Undisclosed Liabilities. (a) Section ‎3.4(aSchedule 4.6(a) contains true and correct copies of the following financial statements (collectively, the “Financial Statements”): (i) the unaudited balance sheets of the Company Disclosure Schedules sets forth true as of December 31, 2006, December 31, 2007 and complete copy December 31, 2008; (ii) the unaudited income statements of the Company for the fiscal years ended December 31, 2006, December 31, 2007 and December 31, 2008; (iii) the unaudited consolidated statements of financial position balance sheet of the Current Companies Company as of June 30, 2023 and 2009 (the “June 30, 2024 2009 Balance Sheet”), and (provided that iv) the financial statements as unaudited statement of and income of the Company for the year six months ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating 2009. June 30, 2009 is referred to non-recurring transactions after the balance date) (herein as the “Latest Balance Sheet Date”) and the related consolidated statements of profit or loss and other comprehensive income (loss), changes in equity and cash flows of the Current Companies for the twelve month periods then ended (collectively, the “Company Financial Statements”). Each of the Company .” The Financial Statements (including the notes thereto) (A) was are complete and correct in all material respects and have been prepared in accordance with IFRS applied on a consistent basis throughout generally accepted accounting principles (“GAAP”). The Financial Statements fairly present the financial condition and results of operations of the Company as of the dates and for the periods indicated (except as may be indicated therein, and are in accordance with the notes thereto)books and records of the Company, (B) fairly presents, which are accurate and complete in all material respects. There were no loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 issued by the Financial Accounting Standards Board in March 1975) which were not adequately provided for in the June 30, the financial position, results of operations and cash flows of the Current Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein2009 Balance Sheet in accordance with GAAP. (b) No Group The Company has does not have any Liabilities material liabilities or obligations of the type required to be set forth on a balance sheet in accordance with IFRSany nature (whether absolute, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional or otherwise), except for liabilities or obligations (i) as reflected or reserved against on the Company Financial StatementsJune 30, 2009 Balance Sheet or (ii) for Liabilities incurred in the Ordinary Course from and after the date of the June 30, 2009 Balance Sheet, (iii) disclosed on the Seller’s Disclosure Schedule or (iv) under customer contracts which are not in material default. As used in this Agreement, “Ordinary Course” means matters occurring in the ordinary course of business since the Latest Balance Sheet Date (none of which is in a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), manner and (iii) for Liabilities incurred in connection scope consistent with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactions. (c) The Company has established and maintains systems of internal accounting controls that are designed to provide, in 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 IFRS and to maintain accountability for the Company’s assets. The Company maintains and, for all periods covered by the Company Financial Statements, has maintained books and records of the Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (d) Since January 1, 2022, the Company has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting past operations of the Company and which do not involve any material breach of any contract or (iii) fraud, whether or not material, that involves management or other employees any material violation of the Company who have a significant role in the internal controls over financial reporting of the Companyany Legal Requirement.

Financial Statements; Undisclosed Liabilities. (a) The Company has made available to SPAC a true, correct and complete copy of (i) the audited consolidated balance sheet of the Group Companies as of December 31, 2021, December 31, 2020, and the related audited consolidated statements of operations, cash flows and changes of equity of the Group Companies for the years then ended, together with the auditor’s reports thereon, and (ii) the unaudited consolidated balance sheet of the Group Companies as of September 30, 2022, and the related unaudited consolidated statements of operations, cash flows and changes of equity for the nine months ended September 30, 2022 (the “Latest Balance Sheet”) (collectively, the “Financial Statements”), which are attached as Section ‎3.4(a5.4(a) of the Company Disclosure Schedules sets forth true and complete copy of the unaudited consolidated statements of financial position of the Current Companies as of June 30, 2023 and June 30, 2024 (provided that the financial statements as of and for the year ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) (the “Latest Balance Sheet Date”) and the related consolidated statements of profit or loss and other comprehensive income (loss), changes in equity and cash flows of the Current Companies for the twelve month periods then ended (collectively, the “Company Financial Statements”)Schedule. Each of the Company The Financial Statements (including the notes thereto) (A) was were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be specifically indicated in the notes thereto), (B) fairly presentspresent, in all material respects, the financial position, results of operations and operations, cash flows and changes of equity of the Current Group Companies as at the date thereof of their respective dates and for the period respective periods indicated thereintherein and (C) when delivered by the Company for inclusion in the Registration Statement / Proxy Statement for filing with the SEC following the date of this Agreement in accordance with Section 8.17, except 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 otherwise specifically noted thereinof the respective dates thereof. (b) No Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance with IFRS, except Except (i) as to the extent reflected on or reserved for in the Company Financial StatementsLatest Balance Sheet, (ii) for Liabilities incurred in the ordinary course of business since the date of the Latest Balance Sheet Date (none of which is a Liability for breach of contractSheet, breach of warranty, tort, infringement or violation of Law), and (iii) for Liabilities reasonably incurred after the Latest Balance Sheet in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance by the Company of their respective its covenants or agreements in this Agreement or any Ancillary Document to which it is or will be a party or the consummation of the Transactions, and (iv) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Companies has any Liability of any kind. The Company has no off-balance sheet arrangements. (c) The Company has established and maintains systems of internal accounting controls that are designed sufficient to provide, in all material respects, provide reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and authorization, (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with IFRS and to maintain accountability for the Company’s Group Companies’ assets. The Company maintains and, for all periods covered by and (iii) the Company Financial Statementsand its Subsidiaries are able to prevent or timely detect unauthorized acquisition, has maintained books and records use or disposition of the Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all Company and its Subsidiaries that could have a material respectseffect on its financial statements. (d) Since January 1the Reference Date, 2022neither the Company, nor to the Company Company’s knowledge, an independent auditor of the Company, has not determined or otherwise received identified any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting of the Company Group Companies, or (iii) fraud, whether or not material, that involves management or other employees of the Company Group Companies who have a significant role in the internal controls over financial reporting of the CompanyGroup Companies. (e) Since the Reference Date, (i) no Group Company has received or otherwise had or obtained knowledge of any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of any Group Company or their respective internal accounting controls, including any such written complaint, allegation, assertion or claim that any Group Company has engaged in questionable accounting or auditing practices, and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Company Board or any committee thereof.

Financial Statements; Undisclosed Liabilities. (a) The Company has made available to Pioneer a true and complete copy of (i) the audited consolidated balance sheets of the Group Companies as of September 30, 2019 and September 30, 2020 and the related audited consolidated statements of operations and cash flows of the Group Companies for each of the years then ended and (ii) the unaudited consolidated balance sheets of the Group Companies as of March 31, 2021 (the “Latest Unaudited Balance Sheet”) and the related unaudited consolidated statements of operations and cash flows of the Group Companies for the six (6)-month period then ended (clauses (i) and (ii), collectively, the “Financial Statements”), each of which are attached as Section ‎3.4(a4.4(a) of the Company Disclosure Schedules sets forth true and complete copy of the unaudited consolidated statements of financial position of the Current Companies as of June 30, 2023 and June 30, 2024 (provided that the financial statements as of and for the year ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) (the “Latest Balance Sheet Date”) and the related consolidated statements of profit or loss and other comprehensive income (loss), changes in equity and cash flows of the Current Companies for the twelve month periods then ended (collectively, the “Company Financial Statements”)Schedules. Each of the Company Financial Statements (including the notes thereto) (A) was prepared in accordance with IFRS GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Current Group Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, and (C) complies in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (b) No Group Company has any Liabilities The unaudited consolidated balance sheets of the type required to be set forth on a balance sheet Group Companies as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Group Companies for the six (6)-month period then ended (the “Closing Company Unaudited Financial Statements”), when delivered following the date of this Agreement in accordance with IFRSSection 6.7, (i) will be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) will fairly present, in all material respects, the financial position, results of operations and cash flows of the Group Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein and (iii) will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (c) Except (i) as reflected set forth on the Company Financial Statementsface of the Latest Unaudited Balance Sheet, (ii) for Liabilities liabilities incurred in the ordinary course of business since the date of the Latest Unaudited Balance Sheet Date (none of which is a Liability liability for breach of contract, breach of warranty, tort, infringement or violation of Law), and (iii) for Liabilities liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactionstransactions contemplated hereby or thereby, (iv) as set forth on Section 4.4(c) of the Company Disclosure Schedules, and (v) for liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any liabilities, debts or obligations, whether accrued or fixed, absolute or contingent, known or unknown, matured or unmatured or determined or determinable, including those arising under any Law (including any Environmental Law), Proceeding or Order and those arising under any Contract, agreement, arrangement, commitment or undertaking, in each case, that would be required by GAAP to be set forth on the consolidated balance sheets of the Group Companies. (cd) The Company has Group Companies have established and maintains maintain systems of internal accounting controls that are designed to provide, in 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 IFRS GAAP and to maintain accountability for the Company’s Group Companies’ assets. The Company maintains Group Companies maintain and, for all periods covered by the Company Financial Statements, has have maintained books and records of the Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (de) Since January 1, 20222018, except as set forth on Section 4.4(e) of the Company Disclosure Schedules, no Group Company has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group CompaniesCompanies to the Company’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of the Company Group Companies to the Company’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of the Company Group Companies who have a significant role in the internal controls over financial reporting of the CompanyGroup Companies. (f) No Group Company is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and a Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity, on the other hand, or an “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or intended effect of such Contract is to avoid any disclosure of any material transaction involving, or material liabilities of, the Company or any Subsidiaries in the Financial Statements.

Financial Statements; Undisclosed Liabilities. (ai) Section ‎3.4(a) VCB has previously delivered or made available to EVBS and EVB accurate and complete copies of the Company Disclosure Schedules sets forth true and complete copy VCB Financial Statements which, in the case of the unaudited consolidated balance sheets of VCB as of December 31, 2013 and 2012 and the statements of financial position of the Current Companies as of June 30operations, 2023 and June 30, 2024 (provided that the financial statements as of and for the year ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) (the “Latest Balance Sheet Date”) and the related consolidated statements of profit or loss and other comprehensive income (loss)income, changes in shareholders’ equity and cash flows of the Current Companies VCB for the twelve month periods then ended (collectively, the “Company Financial Statements”). Each each of the Company two years ended December 31, 2013 and 2012, are accompanied by the audit report of ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. The VCB Financial Statements (including fairly present or will fairly present, as the notes thereto) (A) was prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as case may be indicated in the notes thereto), (B) fairly presents, in all material respectsbe, the financial positioncondition of VCB as of the respective dates set forth therein, and the results of operations operations, changes in stockholders’ equity and cash flows of the Current Companies as at the date thereof and VCB for the period indicated respective periods or as of the respective dates set forth therein, in each case in accordance with GAAP, except in each case as otherwise specifically may be noted therein. (bii) No Group Company has any Liabilities of The VCB Financial Statements have been or will be, as the type required to be set forth on a balance sheet case may be, prepared in accordance with IFRSGAAP, except as stated therein. The audits of VCB have been conducted in accordance with generally accepted auditing standards of the United States of America. (iiii) as reflected on the Company Financial StatementsSince December 31, (ii) for Liabilities 2013, VCB has not incurred any liability other than in the ordinary course of business since consistent with past practices (excluding the Latest Balance Sheet Date (none incurrence of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), and (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of expenses related to this Agreement or any Ancillary Documents, and the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the TransactionsTransaction). (civ) The Company Since December 31, 2013, (A) VCB has established conducted its businesses in the ordinary and usual course consistent with past practices (excluding the incurrence of expenses related to this Agreement and the Transaction), (B) VCB has not taken nor permitted any of the actions set forth in Section 4.01 hereof between December 31, 2013 and the date hereof and (C) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to VCB. (v) Except for mortgage loans and participations VCB has entered into the ordinary course of business, no agreement pursuant to which any Loans or other assets have been or shall be sold by VCB entitles the buyer of such Loans or other assets, unless there is material breach of a representation or covenant by VCB, to cause VCB to repurchase such Loans or other assets or the buyer to pursue any other form of recourse against VCB. Since December 31, 2013, no cash, stock or other dividend or any other distribution with respect to the capital stock of VCB has been declared, set aside or paid. In addition, no shares of capital stock of VCB have been purchased, redeemed or otherwise acquired, directly or indirectly, by VCB since December 31, 2013, and no agreements have been made to do the foregoing. (vi) VCB maintains systems a system of internal accounting controls sufficient to provide reasonable assurances that are designed to provide, in 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 information concerning VCB is made known on a timely basis to permit the preparation of proper the VCB Financial Statements and accurate financial statements in accordance with IFRS and any public disclosure documents relating to maintain accountability for the Company’s assets. The Company maintains and, for all periods covered by the Company Financial Statements, has maintained books and records of the Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respectsVCB. (d) Since January 1, 2022, the Company has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.

Financial Statements; Undisclosed Liabilities. (a) Section ‎3.4(a(i) The audited financial statements of Rafaella for each of the Company Disclosure Schedules sets forth fiscal years ended June 30, 2002 and 2003 and the consolidated audited financial statement of Rafaella for the fiscal year ended June 30, 2004 including the notes thereto, true and complete copies of which are attached hereto as Schedule 4.11(a)(i), (the “Financial Statements”) and (ii) the consolidated unaudited quarterly financial statements of Rafaella for the six months ended December 31, 2004 including the notes thereto, a true and complete copy of the unaudited consolidated statements of financial position of the Current Companies which is attached hereto as of June 30, 2023 and June 30, 2024 (provided that the financial statements as of and for the year ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance dateSchedule 4.11(a)(ii) (the “Latest Balance Sheet Date”) and the related consolidated statements of profit or loss and other comprehensive income (loss), changes in equity and cash flows of the Current Companies for the twelve month periods then ended (collectively, the “Company December 31 Financial Statements”). Each , such financial statements consisting of balance sheets and the Company Financial Statements related statements of operations and cash flows for the fiscal years, or interim periods, as the case may be, (including the notes theretoi) (A) was were prepared in accordance with IFRS GAAP applied on a consistent basis throughout the periods indicated presented (except as may be indicated in the notes thereto), (Bii) fairly presents, in all material respects, present the consolidated financial position, position of Rafaella as of the respective dates set forth therein and the consolidated results of operations and cash flows of Rafaella for the Current Companies as at periods indicated, (iii) are consistent with the books and records of Rafaella and during the three years immediately preceding the date thereof hereof, all material transactions involving each of Rafaella and Verrazano and all material assets of each of Rafaella and Verrazano have been accurately accounted for in such books and records; and (iv) contain all necessary reserves in the period indicated therein, except as otherwise specifically noted thereinamounts required to be contained therein in accordance with GAAP. (b) No Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance with IFRS, except (i) Except as reflected on the Company Financial Statements2004 Balance Sheet or disclosed in Schedule 4.11(b), as of June 30, 2004 Rafaella and Verrazano did not have any material Indebtedness, obligations or Liabilities of any kind (iiwhether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted). Since June 30, 2004, Rafaella and Verrazano have not incurred any Indebtedness, obligations or Liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted) for Liabilities in an amount greater than $25,000 in the aggregate other than obligations or liabilities incurred in the ordinary course of business since the Latest Balance Sheet Date (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), and (iii) for Liabilities incurred in connection consistent with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactionspast practice. (c) The Company Corporation has established no assets or Liabilities and maintains systems of internal accounting controls that are designed to provide, in 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 IFRS and to maintain accountability for the Company’s assets. The Company maintains and, for all periods covered by the Company Financial Statements, has maintained books and records of the Group Companies in Closing Date will have no assets or Liabilities other than the ordinary course of business that are accurate Assets and complete Assumed Liabilities acquired pursuant to the Contribution Agreement and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respectsother Transaction Documents. (d) Since January 1, 2022, the Company has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.

Financial Statements; Undisclosed Liabilities. (a) Section ‎3.4(a(i) ---------------------------------------------- The audited combined balance sheet of the Company Disclosure Schedules sets forth true and complete copy its Subsidiaries as of December 31, 1997, together with the unaudited consolidated notes thereto (the "Balance Sheet"), and ------------- the audited combined statements of financial position of the Current Companies as of June 30, 2023 and June 30, 2024 (provided that the financial statements as of and for the year ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) (the “Latest Balance Sheet Date”) and the related consolidated statements of profit or loss and other comprehensive income (loss), changes in equity and cash flows of the Current Companies Company and its Subsidiaries for the twelve month periods then period ended December 31, 1997 and (collectively, ii) the “Company Financial Statements”). Each audited combined balance sheets of the Company Financial Statements (including and its Subsidiaries as of December 31, 1997 and December 31, 1996, and the notes thereto) (A) was prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) fairly presents, in all material respects, the financial position, results audited combined statements of operations income and cash flows of the Current Companies Company and its Subsidiaries for the years ended December 31, 1997 and December 31, 1996, together with the notes to such financial statements (the financial statements described in clauses (i) and (ii) above, together with the notes to such financial statements, collectively, the "Financial --------- Statements") have been prepared in conformity with GAAP (except as at described in ---------- the date notes thereto) and on that basis fairly present, in all material respects (subject to the foregoing exceptions and, in the case of the unaudited statements, to normal, recurring year-end audit adjustments), the combined financial condition and results of operations of the Company and its Subsidiaries as of the respective dates thereof and for the period respective periods indicated thereinand are true, except as otherwise specifically noted thereincorrect and complete in all material respects. (b) No Group Company has any Liabilities None of the type Company and its Subsidiaries have any material liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) of a nature required by GAAP to be set forth reflected on a consolidated balance sheet of the Company and its Subsidiaries or in accordance with IFRS, the notes thereto except (i) as disclosed, reflected on or reserved against in the Company Financial StatementsBalance Sheet and the notes thereto, (ii) for Liabilities liabilities and obligations incurred in the ordinary course of business consistent with past practice since the Latest date of the Balance Sheet Date (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or and not in violation of Law), this Agreement and (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactions. (c) The Company has established and maintains systems of internal accounting controls that are designed to provide, in 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 IFRS and to maintain accountability for the Company’s assets. The Company maintains and, for all periods covered by the Company Financial Statements, has maintained books and records of the Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (d) Since January 1, 2022, the Company has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.)

Financial Statements; Undisclosed Liabilities. 4.5.1 The Seller has previously delivered to the Buyer complete copies of the Seller’s (i) consolidated, audited Financial Statements for the fiscal year ending December 31, 2020, and (ii) non-consolidated, unaudited Financial Statements for the fiscal quarter ending March 31, 2021. The Financial Statements delivered pursuant to this Section 4.5.1 (i) fairly present in all material respects the financial position and the result of the operations of the Seller as of the dates thereof and for the respective periods set forth therein, and (ii) are not the subject of any fraud that would have a material effect on such Financial Statements. 4.5.2 The Financial Statements delivered pursuant to Section 4.5.1 reflect all Liabilities of the Seller of the type disclosed by the Seller in accordance with the Seller’s past practice, except for Liabilities (a) Section ‎3.4(a) of the Company Disclosure Schedules sets forth true and complete copy of the unaudited consolidated statements of financial position of the Current Companies as of June 30incurred since March 31, 2023 and June 30, 2024 (provided that the financial statements as of and for the year ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) 2021 (the “Latest Balance Sheet Financial Statements Date”) and the related consolidated statements of profit or loss and other comprehensive income (loss), changes in equity and cash flows of the Current Companies for the twelve month periods then ended (collectively, the “Company Financial Statements”). Each of the Company Financial Statements (including the notes thereto) (A) was prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto)Ordinary Course, (B) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Current Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. or (b) No Group Company has any Liabilities of incurred since the type required Latest Financial Statements Date pursuant to be or in connection with this Agreement or the transactions contemplated hereby. 4.5.3 The information and values set forth on a balance sheet in accordance with IFRSthe certificate delivered by the Seller pursuant to Section 2.2.1 concerning the Inventory Assets and the Vendor Deposits, except including the Seller’s calculation of Inventory Actual Closing Value, (i) as reflected on the Company Financial Statementsare true, (ii) for Liabilities incurred in the ordinary course of business since the Latest Balance Sheet Date (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law)correct, and (iii) for Liabilities incurred in connection with the negotiationcomplete, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactions. (c) The Company has established and maintains systems of internal accounting controls that are designed to provide, in 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 were calculated in accordance with IFRS the Seller’s past accounting practices. 4.5.4 Except for claims under the Product Warranties and claims described on Schedule 4.10 alleging damage to maintain accountability for property, except as set forth on Schedule 4.5.4, the Company’s assets. The Company maintains Seller has not had, or does not have, any Liability (and, to the Seller's knowledge, there is no reasonable basis for all periods covered any present or future action, suit, Proceeding, hearing, investigation, charge, complaint, claim or demand against it giving rise to any liability) arising out of any injury to individuals or property as a result of the ownership, possession or use of any products manufactured, sold or delivered by the Company Financial Statements, has maintained books and records of Seller prior to the Group Companies in Closing or with respect to any services rendered by the ordinary course of business that are accurate and complete and reflect Seller prior to the revenues, expenses, assets and liabilities of the Group Companies in all material respectsClosing. (d) Since January 1, 2022, the Company has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.

Financial Statements; Undisclosed Liabilities. Section 4.5(a) to the Disclosure Schedule contains the following financial statements (athe “Financial Statements”): (i) Section ‎3.4(a) of the Company Disclosure Schedules sets forth true Seller’s consolidated audited balance sheets and complete copy of the unaudited related consolidated statements of income, stockholders’ equity, and statements of cash flows for the fiscal years ended December 31, 2008, December 31, 2007, and December 31, 2006; and unaudited financial position of the Current Companies statements as of June 30, 2023 2009; and June 30(ii) the Company’s unaudited balance sheet and related statement of income for the fiscal years ended December 31, 2024 (provided that the financial statements as of 2008, December 31, 2007, and December 31, 2006; and for the year six months ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) (the “Latest Balance Sheet Date”) and the related consolidated statements of profit or loss and other comprehensive income (loss), changes in equity and cash flows of the Current Companies for the twelve month periods then ended (collectively, the “Company Financial Statements”)2009. Each of the Company The Financial Statements (including the notes thereto) (A) was have been prepared in accordance with IFRS GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) fairly presentscovered thereby and present fairly, in all material respects, the financial position, condition of the Company as of such dates and the results of operations and cash flows of the Current Companies as at the date thereof and for the period indicated thereinperiods specified; provided, that the unaudited June 30, 2009 Financial Statements described above are subject to normal year-end adjustments (which adjustments would not be material, individually or in the aggregate, and would be of a normal and recurring type) and absence of footnotes and other presentation items (which notes would be consistent in all material respects with the notes to the Seller’s most recent audited Financial Statements). The Company has no liability or obligation of whatever kind or nature (whether asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) that would be required by GAAP to be disclosed on the Financial Statements (“Liability”), except as otherwise specifically noted therein. for any Liabilities: (bi) No Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance with IFRS, except (i) as reflected on the Company face of the Financial Statements, ; (ii) for Liabilities incurred listed in Section 4.5 of the Disclosure Schedule; (iii) that have arisen in the ordinary course of business since the date of the Latest Balance Sheet Date (none which do not result from or arise out of, does not relate to, is not in the nature of which is a Liability for and was not caused by any breach of contract, breach of warranty, tort, infringement or violation of Lawapplicable law), and ; (iiiiv) for Liabilities incurred under this Agreement or any ancillary document or in connection with the negotiation, preparation transactions contemplated herein or execution of this Agreement therein; or any Ancillary Documents, the performance of their respective covenants or agreements (v) disclosed as a Liability in this Agreement or any Ancillary Document or the consummation another section of the Transactions. (c) Disclosure Schedule. The Company has established and maintains systems of internal accounting controls that are designed to provide, in 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 IFRS and to maintain accountability for the Company’s assets. The Company maintains and, for all periods covered by the Company Financial Statements, has maintained books and records Net Working Capital as of the Group Companies Latest Balance Sheet Date is stated in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities Section 4.5(b) of the Group Companies Disclosure Schedule along with the account values used in all material respectsits determination. (d) Since January 1, 2022, the Company has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.

Financial Statements; Undisclosed Liabilities. The Corporation has filed a true and correct copies of (a) Section ‎3.4(a) its audited combined balance sheet as of the Company Disclosure Schedules sets forth true December 31, 2003 and complete copy audited combined statement of the unaudited consolidated operations and retained earnings and combined statements of changes in financial position of the Current Companies as of June 30, 2023 and June 30, 2024 (provided that the financial statements as of and for the year ended June 30December 31, 2024 were provided without footnotes 2003 with its annual SEC Report on Form 10-KSB for the year ended December 31, 2003 and do not reflect any pro forma adjustments relating to non-recurring transactions after the (b) its unaudited consolidated balance date) (the “Latest Balance Sheet Date”) sheet as of March 31, 2004, and the related unaudited consolidated statements statement of profit or loss operations and other comprehensive income (loss), retained earnings and combined statement of changes in equity and cash flows of the Current Companies financial position for the twelve three month periods then period ended March 31, 2004 with its quarterly SEC Report on Form 10-QSB for the quarter ended March 31, 2004 (collectively, hereinafter collectively referred to as the “Company "Financial Statements”"). Each of the Company The Financial Statements (including the notes thereto) (A) was prepared are in accordance with IFRS the books and records of the Corporation, are true, correct and complete and accurately present the Corporation's financial position as of the dates set forth therein and the results of the Corporation's operations and changes in the Corporation's financial position for the periods then ended, all in conformity with United States generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) fairly presents, in all material respects, the financial position, results of operations during each period and cash flows of the Current Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) No Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance basis consistent with IFRS, except that of prior periods. Except (i) as reflected on disclosed in the Company Financial Statements, ; (ii) for Liabilities as disclosed in this Agreement; and (iii) as are incurred in the ordinary course of business since the Latest Balance Sheet Date (none routine daily affairs of which the Corporation's and the Subsidiaries' business, neither the Corporation nor any of the Subsidiaries has any liabilities or obligations of any nature or kind, known or unknown, whether accrued, absolute, contingent, or otherwise. To the knowledge of the Corporation, there is a Liability no basis for breach of contract, breach of warranty, tort, infringement or violation of Law), and (iii) for Liabilities incurred in connection with assertion against the negotiation, preparation or execution of this Agreement Corporation or any Ancillary Documentsof the Subsidiaries of any material claim, liability or obligation not fully disclosed in the performance of their respective covenants Financial Statements or agreements in this Agreement or any Ancillary Document or the consummation of the TransactionsAgreement. (c) The Company has established and maintains systems of internal accounting controls that are designed to provide, in 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 IFRS and to maintain accountability for the Company’s assets. The Company maintains and, for all periods covered by the Company Financial Statements, has maintained books and records of the Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (d) Since January 1, 2022, the Company has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.

Financial Statements; Undisclosed Liabilities. (a) The following financial statements (such financial statements, the “Financial Statements”) have been made available to the Purchaser and a true, complete and correct copy of such Financial Statements is set forth in Section ‎3.4(a5.5(a) of the Company Disclosure Schedules sets forth true and complete copy Schedule: (i) the unaudited financial statements of the unaudited consolidated Company for the twelve (12)-month periods ending December 26, 2020 and audited financial statements of financial position of the Current Companies Company for the twelve (12)-month periods ending December 26, 2021 including balance sheets as of June 30December 26, 2023 2020 and June 30December 26, 2024 (provided that the financial statements as of and for the year ended June 302021, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) (the “Latest Balance Sheet Date”) and the related consolidated audited statements of profit or loss and other comprehensive income (loss)income, changes in equity shareholder’s deficit and cash flows of the Current Companies for the twelve month periods then ended (collectively, the “Company Financial Statements”). Each fiscal years of the Company then ended. (b) The Financial Statements (including have been prepared from the notes thereto) (A) was prepared books and records of the Company and present fairly, in all material respects, the consolidated financial position and consolidated results of operations of the Company as at such dates in accordance with IFRS applied on a consistent basis throughout the periods indicated (ASPE, except as may be indicated in the notes thereto), (B) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Current Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) No Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance with IFRS, except (i) as reflected on the Company Financial Statements, (ii) for Liabilities incurred in the ordinary course of business since the Latest Balance Sheet Date (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), and (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactions. (c) The Company has established is not subject to any material liability or obligation of any nature, whether accrued, absolute, determined, determinable, fixed or contingent, except for those liabilities and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that obligations (i) all transactions are executed disclosed, reflected or reserved against or provided for in the Financial Statements in accordance with management’s authorization and ASPE; (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with IFRS and to maintain accountability for the Company’s assets. The Company maintains and, for all periods covered by the Company Financial Statements, has maintained books and records of the Group Companies incurred in the ordinary course Ordinary Course of business Business since the Reference Date; provided, however, that are accurate and complete and reflect none of such liabilities or obligations arise out of a violation or default of, or noncompliance with, any Contract or Law, as applicable, on the revenues, expenses, assets and liabilities of the Group Companies in all material respects.part of (d) Since January 1, 2022, Neither the Company (including any employee thereof) nor the Company’s independent auditors has not determined identified or otherwise received any written complaint, allegation, assertion or claim that there is been made aware of (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting of the Company any fraud or (iii) fraudillegal act, whether or not material, that involves the management or other employees of the Company who have a significant role in the preparation of financial statements or the internal accounting controls over financial reporting of utilized by the Company; or (ii) any claim or allegation regarding the foregoing. (e) There is no Company Debt other than the Company Debt set forth on the Estimated Closing Statement. (f) Notwithstanding the representations and warranties made in this Article V, the Financial Statements do not give effect to the Transactions.

Financial Statements; Undisclosed Liabilities. (a) Section ‎3.4(aThe Company has made available to Parent copies of (i) of the Company Disclosure Schedules sets forth true and complete copy of the unaudited consolidated statements of financial position of the Current Companies as of June 30, 2023 and June 30, 2024 (provided that the reviewed financial statements (including the balance sheet and the related statement of operations, stockholders’ deficit and cash flows) as of and for the year ended June 30December 31, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after 2014, (ii) the audited consolidated financial statements of the Company (including the balance datesheet and the related statements of operations, stockholders’ deficit and cash flows) as of and for the years ended December 31, 2015 and December 31, 2016 and (iii) the unaudited consolidated financial statements of the Company as of and for the five (5) months ended May 31, 2017 (the “Latest Balance Sheet Date”) and the related consolidated statements of profit or loss and other comprehensive income (loss), changes in equity and cash flows of the Current Companies for the twelve month periods then ended (collectively, the “Company Financial Statements”). Each of the The Company Financial Statements (x) (including in each case, the notes thereto, if any) (A) was prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) fairly presentspresent fairly, in all material respects, the combined financial position, position and results of operations and cash flows of the Current Companies Company as at of the date dates thereof and for the period indicated thereinperiods covered thereby, except as otherwise specifically noted thereinand (y) have been prepared in accordance with GAAP, consistently applied, subject, in the case of the unaudited Company Financial Statements, to normal year-end adjustments (none of which individually or in the aggregate will be material in amount) and the absence of footnotes. The Company Financial Statements have been prepared from books and records maintained by the Company. (b) No Group The books of account and other financial records of the Company have been kept accurately in the ordinary course of business consistent with applicable Laws, the transactions entered therein represent bona fide transactions, and the revenues, expenses, assets and liabilities of the Company have been properly recorded therein in all material respects. The Company has in place systems of internal accounting controls that are customary for companies at the same stage of development as the Company designed to (i) provide reasonable assurances regarding the reliability of the Company Financial Statements, including that transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP and (B) to maintain accountability for assets, and (ii) in a timely manner accumulate and communicate to the Company’s principal executive officer and principal financial officer the type of information that would be required to be disclosed in the Company Financial Statements. Since December 31, 2016, there has been no change in any accounting controls, policies, principles, methods or practices, including any change with respect to reserves (whether for bad Debts, contingent liabilities or otherwise), of the Company. (c) The Company does not have any Liabilities of the type required to be set forth on in the liabilities column of a balance sheet prepared in accordance with IFRS, GAAP except for (i) as Liabilities which are adequately reflected or provided for on or disclosed on the face of the most recent balance sheet included in the Company Financial Statements, (ii) for current Liabilities incurred in the ordinary course of business since the Latest Balance Sheet Date (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), and (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation date of the Transactions. (c) The Company has established and maintains systems of internal accounting controls that are designed to provide, unaudited balance sheet included in 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 IFRS and to maintain accountability for the Company’s assets. The Company maintains and, for all periods covered by the Company Financial Statements, has maintained books and records (iii) obligations to be performed under the executory portion of any Contracts (other than obligations due to breaches or non-performance under such Contracts), or (iv) Liabilities incurred under this Agreement or in connection with the transactions contemplated hereby. The Company does not have any Liabilities except for (i) Liabilities which are adequately reflected or provided for on or disclosed on the face of the Group Companies most recent balance sheet included in the Company Financial Statements, (ii) current Liabilities incurred in the ordinary course of business since the date of the unaudited balance sheet included in the Company Financial Statements, (iii) obligations to be performed under the executory portion of any Contracts (other than obligations due to breaches or non-performance under such Contracts), (iv) Liabilities incurred under this Agreement or in connection with the transactions contemplated hereby or (v) Liabilities that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies not required to be disclosed in all material respects. (d) Since January 1, 2022, the Company has not determined Disclosure Schedule in connection with any representation or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting warranty of the Company under this Article IV because of a materiality, dollar or (iii) fraud, whether Knowledge threshold or not material, that involves management qualifier in such representation or other employees of the Company who have a significant role in the internal controls over financial reporting of the Companywarranty.

Financial Statements; Undisclosed Liabilities. (a) Section ‎3.4(a) of the The Company Disclosure Schedules sets forth has made available to ALPA a true and complete copy of the unaudited audited consolidated balance sheets of the Company as of December 31, 2021 and the related audited consolidated statements of financial position of the Current Companies as of June 30operations and comprehensive loss, 2023 convertible preferred stock and June 30, 2024 stockholders’ equity (provided that the financial statements as of and for the year ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance datedeficit) (the “Latest Balance Sheet Date”) and the related consolidated statements of profit or loss and other comprehensive income (loss), changes in equity and cash flows of the Current Companies Company for each of the twelve month periods years then ended (collectively, the “Company Financial Statements”). Each of the The Company Financial Statements (including the notes thereto) (A) was were prepared in accordance with IFRS GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) fairly presentspresent, in all material respects, the financial position, results of operations and cash flows of the Current Companies Company as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, (C) were audited in accordance with the standards of the PCAOB and contain an unqualified report of the Company’s auditors and (D) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the date hereof (including Regulation S-X or Regulation S-K, as applicable). (b) No Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance with IFRS, except Except (i) as reflected on set forth in the Company Financial Statements, (ii) for Liabilities incurred in the ordinary course of business since the Latest Balance Sheet Date as of December 31, 2021 (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), and (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactionstransactions contemplated hereby or thereby and (iv) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Company, the Company has no Liabilities required by GAAP to be reflected or reserved against in the consolidated balance sheet as of December 31, 2021 included in the Company Financial Statements. (c) The Company has established and maintains systems a system of internal accounting controls that are is designed to provide, in 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 IFRS GAAP and to maintain accountability for the Company’s assets. The Company maintains and, for all periods covered by the Company Financial Statements, has maintained books and records of the Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (d) Since January 1, 20222019, the Company has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group CompaniesCompany to the Company’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of the Company to the Company’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.

Financial Statements; Undisclosed Liabilities. (a) Section ‎3.4(aSchedule 6.18(a) of the Company Disclosure Schedules sets forth a true and complete copy of the unaudited consolidated statements of financial position balance sheet of the Current Companies Company as of June 30May 31, 2023 and June 30(such balance sheet, 2024 (provided that the financial statements as of and for the year ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) (the “Latest Balance Sheet”, and such date, the “Balance Sheet Date”) and the related consolidated ). Such financial statements of profit or loss and other comprehensive income (loss), changes in equity and cash flows of the Current Companies for the twelve month periods then ended (collectively, are collectively referred to as the “Company Financial Statements”). Each of the Company Financial Statements (including the notes thereto) (A) was prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Current Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) No Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance with IFRS, except The Financial Statements (i) present fairly in all material respects the financial position (as reflected on to customary balance sheet items) of the Company Financial Statementsat the date indicated, (ii) for Liabilities incurred were prepared in accordance with GAAP, consistently applied (except that the ordinary course of business since the Latest Balance Sheet Date (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of LawFinancial Statements do not contain all notes required by GAAP and are subject to normal year-end audit adjustments), and (iii) for Liabilities incurred in connection with were derived from the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactions. (c) The Company has established and maintains systems of internal accounting controls that are designed to provide, in 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 IFRS and to maintain accountability for the Company’s assets. The Company maintains and, for all periods covered by the Company Financial Statements, has maintained books and records of the Group Companies in the ordinary course of business that Company, which books and records are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (dc) Since January 1, 2022Except as set forth on Schedule 6.18(c), the Company has does not determined or otherwise received have any written complaint, allegation, assertion or claim that there is Liabilities except for (i) “significant deficiency” in Liabilities reflected or reserved against on the internal controls over financial reporting Balance Sheet as of the Group CompaniesBalance Sheet Date, (ii) a “material weakness” Liabilities reflected in the internal controls over financial reporting of the Company or Pre-FID Budget, (iii) fraudLiabilities incurred after the Balance Sheet Date in the ordinary course of business and which are not, whether individually or in the aggregate, material in amount and do not materialresult from breach or violation of any Contract, that involves management Permit, or Law, (iv) Liabilities pursuant to the terms of the Material Contracts (other than such Liabilities arising from a breach thereof), and (v) Liabilities expressly provided for under this Agreement. (d) Except as set forth on Schedule 6.18(d), (i) the Company does not have any indebtedness for borrowed money and (ii) there are not any authorizations for expenditure or other employees of unpaid capital expenditures which the Company who have a significant role (or, with respect to the Project, ▇▇▇▇▇▇ or its Affiliates) has incurred or agreed to pay other than as set forth in the internal controls over financial reporting of the CompanyPre-FID Budget.

Financial Statements; Undisclosed Liabilities. (a) Section ‎3.4(a) Absence of --------------------------------------------------------- Certain Changes or Events. ▇▇▇▇▇ has delivered to TCI complete and correct ------------------------- copies of its unaudited financial statements for the ▇▇▇▇▇ Systems, including balance sheets and related statements of income for and as of the Company Disclosure Schedules sets forth true year ended December 31, 1995 and complete copy of the unaudited consolidated statements of financial position of the Current Companies as of June 30, 2023 and June 30, 2024 (provided that the financial statements as of and for the year 6-month period ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating 1996 (all of such financial statements being hereinafter referred to non-recurring transactions after the balance date) (the “Latest Balance Sheet Date”) and the related consolidated statements of profit or loss and other comprehensive income (loss), changes in equity and cash flows of the Current Companies for the twelve month periods then ended (collectively, the “Company as "▇▇▇▇▇ Financial Statements”"). Each of the Company ▇▇▇▇▇ Financial Statements (including are in accordance with the notes thereto) (A) was books and records of ▇▇▇▇▇, were prepared in accordance with IFRS generally accepted accounting principles, applied on a consistent basis throughout the periods indicated (covered thereby, and, except as may be indicated in the notes thereto)described therein, (B) present fairly presents, in all material respects, the financial position, results condition of operations and cash flows of the Current Companies as ▇▇▇▇▇ at the date thereof dates and for the period indicated thereinperiods indicated, except subject, in the case of unaudited ▇▇▇▇▇ Financial Statements, only to standard year-end adjustments and the omission of footnotes. The unaudited Balance Sheet as otherwise specifically noted thereinof June 30, 1996 of ▇▇▇▇▇ is herein called the "▇▇▇▇▇ Balance Sheet. (b) No Group Company has any Liabilities " At the date of the type ▇▇▇▇▇ Balance Sheet, ▇▇▇▇▇ had no material liabilities required by generally accepted accounting principles to be reflected or reserved against therein that were not fully reflected or reserved against on the ▇▇▇▇▇ Balance Sheet, other than liabilities included in ▇▇▇▇▇ liabilities as set forth on a balance sheet in accordance SCHEDULE 5.10. Except as set forth on SCHEDULE 5.10, since the date of the ▇▇▇▇▇ Balance Sheet, with IFRSrespect to the ▇▇▇▇▇ Cable Business: (a) ▇▇▇▇▇ has not incurred any obligation or liability (contingent or otherwise), except (i) as reflected on the Company Financial Statements, (ii) for Liabilities normal trade or business obligations incurred in the ordinary course of business since the Latest Balance Sheet Date (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), and (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documentsbusiness, the performance of their respective covenants which, to ▇▇▇▇▇' Knowledge, would be reasonably likely to, individually or agreements in this Agreement the aggregate, have a material adverse effect on the financial condition or any Ancillary Document or the consummation results of operations of the Transactions. ▇▇▇▇▇ Cable Business; (cb) The Company there has established and maintains systems been no material adverse change in the business, condition, financial or otherwise, or liabilities of internal accounting controls that are designed to providethe ▇▇▇▇▇ Cable Business (except any change affecting the United States cable industry as a whole, in all material respects, reasonable assurance that including any change arising from (i) all transactions are executed in accordance with management’s authorization and legislation, litigation, rulemaking or regulation or (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with IFRS and to maintain accountability for the Company’s assets. The Company maintains competition caused by or arising from other multiple channel distribution services); and, for all periods covered by the Company Financial Statements, has maintained books and records of the Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (d) Since January 1, 2022, the Company has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.

Financial Statements; Undisclosed Liabilities. (ai) Section ‎3.4(a) The audited consolidated balance sheets of the Company Disclosure Schedules sets forth true Group Companies as of December 31, 2021 and complete copy of December 31, 2022, and the unaudited related audited consolidated statements of financial position of the Current Companies as of June 30operations and comprehensive income, 2023 convertible preferred stock and June 30, 2024 (provided that the financial statements as of and for the year ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) (the “Latest Balance Sheet Date”) and the related consolidated statements of profit or loss and other comprehensive income (loss), changes in stockholders’ equity and cash flows of the Current Group Companies for each of the periods then ended and (ii) the unaudited consolidated balance sheets of the Group Companies as of December 31, 2022, and the related unaudited consolidated statements of operations, comprehensive income, convertible preferred stock and stockholders’ equity and cash flows of the Group Companies for the twelve twelve-month periods then ended (collectively, the “Closing Company Parties Financial Statements”). Each , when delivered following the date of the Company Financial Statements this Agreement in accordance with Section 5.17, (including the notes theretoi) (A) was will be prepared in accordance with IFRS GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (Bii) will fairly presentspresent, in all material respects, the financial position, results of operations and cash flows of the Current Companies Company Party and its Subsidiaries as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, and (iii) will comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (b) No Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance with IFRS, except Except (i) as reflected on set forth or disclosed in the Closing Company Parties Financial Statements, (ii) for Liabilities incurred in the ordinary course of business since the Latest Balance Sheet Date (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), and (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective its covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactionstransactions contemplated hereby or thereby, (iii) for Liabilities incurred in the ordinary course of business since the unaudited consolidated balance sheets of the Group Companies as of December 31, 2022 (the “Latest Balance Sheet Date”) or (iv) as otherwise set forth on Section 3.4(b) of the Company Parties Disclosure Schedule, no Company Party and its Subsidiaries has any Liabilities of the type required to be set forth on a balance sheet in accordance with GAAP. (c) The Each Company has Party and its Subsidiaries have established and maintains systems of internal accounting controls that are designed to provide, in 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 IFRS GAAP and to maintain accountability for the CompanyCompany Party’s and its Subsidiaries’ assets. The Company maintains Group Companies maintain and, for all periods covered by the Company Financial Statements, has have maintained books and records of the Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (d) Since January 1, 2022, Except as set forth in Section 3.4(d) of the Company Parties Disclosure Schedule, since December 31, 2018, no Company Party or its Subsidiaries has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the a Group CompaniesCompany to each Company Party’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of the a Group Company to each Company Party’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of the a Group Company who have a significant role in the internal controls over financial reporting of the a Group Company.

Financial Statements; Undisclosed Liabilities. (a) Section ‎3.4(a4.4(a) of the Company Seller Disclosure Schedules sets forth true contains (i) the audited balance sheets and complete copy of the unaudited consolidated related statements of financial position of income, cash flows and stockholders’ equity for the Current Companies as of June 30, 2023 and June 30, 2024 (provided that the financial statements Company as of and for the year years ended March 31, 2017 and 2018, and (ii) the reviewed balance sheets and related statements of income, cash flows and stockholders’ equity for the Company as of and for the three months ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) 2018 (the “Latest Interim Balance Sheet Date”) ). Except as set forth therein, all such balance sheets and the related consolidated statements of profit or loss and other comprehensive income (loss)income, changes in equity and cash flows of the Current Companies for the twelve month periods then ended (collectively, the “Company Financial Statements”). Each of the Company Financial Statements (including the notes thereto) (A) was and stockholders’ equity have been prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) fairly presents, in all material respects, respects in conformity with GAAP consistently applied and present fairly in all material respects the financial position, results of operations and cash flows of the Current Companies Company as at the date thereof of their respective dates and for the period indicated therein, except as otherwise specifically noted thereinrespective periods covered thereby. (b) No Group Except as set forth in Section 4.4(b)(i) of the Seller Disclosure Schedules, the Company has is not subject to any material Liability (including unasserted claims required to be disclosed on the financial statements prepared in accordance with GAAP or any off balance sheet arrangements (as defined in Item 303 of Regulation S-K promulgated by the SEC)), which is not shown or which is in excess of amounts shown or reserved for in the balance sheet of the Company as of the Balance Sheet Date, other than Liabilities disclosed in the Interim Balance Sheet or Liabilities of the type required to be same nature as those set forth on a balance sheet in accordance with IFRS, except (i) as reflected on the Company Financial Statements, (ii) for Liabilities Interim Balance Sheet and incurred in the ordinary course of business since after the Latest Balance Sheet Date (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), and (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation date of the Transactions. (cInterim Balance Sheet. Except as set forth on Section 4.4(b)(ii) The Company has established and maintains systems of internal accounting controls that are designed to provide, in 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 IFRS and to maintain accountability for the Company’s assets. The Company maintains and, for all periods covered by the Company Financial Statements, has maintained books and records of the Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (d) Since January 1, 2022Seller Disclosure Schedules, the Company has not determined no loans or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management debt for borrowed money or other employees of the Company who have a significant role in the internal controls over financial reporting of the CompanyIndebtedness.

Financial Statements; Undisclosed Liabilities. (a) Section ‎3.4(aSeller has attached to Schedule 4.16(a)(i) of the Company Disclosure Schedules sets forth true a correct and complete copy of the internally prepared and unaudited consolidated statements of financial position summary income statement of the Current Companies as of June 30Business for the fiscal years ended 2018, 2023 2019 and June 30, 2024 (provided that the financial statements as of 2020 and for the year three (3) month period ended June July 31, 2020, compared against the three (3) month period ended July 31, 2019, and the unaudited statement of net assets of the Business as of April 30, 2024 were provided without footnotes 2018, April 30, 2019, April 30, 2020, and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance July 31, 2020 (such July 31, 2020 date) (, the “Latest Balance Sheet Statement of Net Assets Date”) and the related consolidated statements of profit or loss and other comprehensive income (loss), changes in equity and cash flows of the Current Companies for the twelve month periods then ended (collectively, the “Company Financial Statements”). Each of the Company The Financial Statements (including the notes thereto) (A) was have been prepared in accordance with IFRS the accounting methods, policies and procedures described on Schedule 4.16(a)(ii) (the “Accounting Policies”), consistently applied on a consistent basis throughout the periods indicated (except covered thereby. Except as may be indicated in the notes theretoset forth on Schedule 4.16(a)(iii), (B) the Financial Statements fairly presents, present in all material respects, respects the financial position, condition and results of operations and cash flows of the Current Companies as at the date thereof and Business for the period indicated therein, except as otherwise specifically noted thereinperiods presented. (b) No Group Company has Neither Seller nor any of its Affiliates (including the Real Estate Subsidiaries) have any Liabilities arising out of, relating to or otherwise in respect of the type required to be set forth on a balance sheet in accordance with IFRSPurchased Assets, except the Business or the operation or conduct of the Business, other than (i) as reflected on specifically set forth in the Company Financial Statements, (ii) for Liabilities incurred specifically described in Schedule 4.16(b), (iii) Liabilities that have arisen since the Statement of Net Assets Date in the ordinary course of business since and consistent with past practice, (iv) the Latest Balance Sheet Date (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), Retained Liabilities and (iiiv) for Liabilities incurred in connection with that would not reasonably be expected to be material to the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the TransactionsBusiness. (c) The Company has established and maintains systems of internal accounting controls that are designed to provide, in 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 IFRS and to maintain accountability for the Company’s assets. The Company maintains and, for all periods covered by the Company Financial Statements, has maintained books and records of the Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (d) Since January 1, 2022, the Company has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.

Financial Statements; Undisclosed Liabilities. (a) Section ‎3.4(a) The Company has delivered to Parent copies of the audited balance sheets of the Company Disclosure Schedules sets forth true as at December 31, 2013 and complete copy of the unaudited consolidated statements of financial position of the Current Companies as of June 30, 2023 and June 30, 2024 (provided that the financial statements as of and for the year ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) (the “Latest Balance Sheet Date”) 2012 and the related consolidated statements audited state­ments of profit or loss income and other comprehensive income (loss), changes in equity retained earnings and cash flows of the Current Companies Company for the twelve month periods years then ended and the unaudited balance sheet of the Company as of November 30, 2014 and the related unaudited statements of income and retained earnings and cash flows of the Company for the 11 months then ended (collectivelysuch statements, including the “Company related notes and schedules thereto, are referred to herein as the "Financial Statements”"). Each of the Company Financial Statements (including the notes thereto) (A) was prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) fairly presents, State­ments is complete and correct in all material respects, has been prepared in accordance with GAAP consistently applied throughout the periods presented, and presents fairly the financial position, results of operations and oper­a­­­tions, cash flows and stockholders' equity of the Current Companies Company as at the dates and for the periods indicated, except that the financial statements as at and for the eleven months ended November 30, 2014, do not contain required footnotes, are subject to year end adjustments and deviate from GAAP in certain other respects which, in the aggregate, do not cause such financial statements to fail to present fairly the financial position and results of oper­a­­­tions of the Company at the date thereof and for the period indicated therein, except as otherwise specifically noted thereincovered by such statements. (b) No Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance with IFRS, except Except (i) as reflected on disclosed in the Company most recent Financial Statements, (ii) for Liabilities incurred in the ordinary course Ordinary Course of business Business since the Latest Balance Sheet Date (none of which is a Liability for breach of contractDecember 31, breach of warranty, tort, infringement or violation of Law), and (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactions. (c) The Company has established and maintains systems of internal accounting controls that are designed to provide, in 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 IFRS and to maintain accountability for the Company’s assets. The Company maintains and, for all periods covered by the Company Financial Statements, has maintained books and records of the Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (d) Since January 1, 2022, the Company has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting of the Company 2013 or (iii) fraud, whether or not material, that involves management or other employees disclosed in Section 5.7 of the Company who have a significant role in the internal controls over financial reporting Disclosure Letter, as of the Companydate hereof, the Company does not have any material Indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due, asserted or unasserted).