Common use of Preparation of Financial Statements Clause in Contracts

Preparation of Financial Statements. Seller will provide Buyer with: (a) an audited consolidated balance sheet for the Operations for the fiscal year ended September 30, 2024 and the comparative prior fiscal year which are compliant with Rule 3-05 and the related statements of income, changes in equity and cash flows for each such fiscal year with a corresponding audit opinion which meets the requirements of Rule 3-05 (collectively, the “Audited Financial Statements”); and (b) the reviewed quarterly balance sheet as of the end of the last fiscal quarter ending prior to the Closing Date and the related statements of income, changes in equity and cash flows for the fiscal year-to-date period then ended (collectively, the “Reviewed Quarterly Financial Statements”), which such Reviewed Quarterly Financial Statements will meet the requirements of Rule 3-05, in each case derived from the books and records of the Company, Seller and Seller’s Affiliates, in accordance with the requirements of Rule 3-05 and in form and substance sufficient to permit Buyer to comply with obligations that may be applicable to it under Item 9.01 of Form 8-K under the U.S. Exchange Act, as amended, in each case of clauses (a) and (b), as soon as commercially practicable following the Closing Date (provided, that the Audited Financial Statements and the Reviewed Quarterly Financial Statements shall be provided to Buyer within thirty (30) Business Days after the Closing Date); it being acknowledged and agreed that Seller will instruct Seller’s auditors to continue all requisite work and processes required to give effect to this provision as soon as reasonably practicable following the date hereof. In furtherance and not in limitation of the prior sentence, Seller shall retain, cause and enable Deloitte LLP to prepare and issue an audit opinion with respect to the Audited Financial Statements and provide to Buyer (and not withdraw) its consent to the filing of the Audited Financial Statements, including their incorporation by reference into the registration statements filed by Buyer under the Securities Act of its audit reports with respect to the financial statements of the Operations. Buyer and Seller will cooperate in good faith in connection with any discussions between Buyer and the staff of the SEC with respect to the required content of the Audited Financial Statements and Reviewed Quarterly Financial Statements. Seller will cooperate in good faith with ▇▇▇▇▇ with respect to ▇▇▇▇▇’s preparation of any pro forma financial information required under Article 11 of Regulation S-X in connection with the Transactions. The costs, fees and expenses of (1) the preparation of the Audited Financial Statements and the Reviewed Quarterly Financial Statements, (2) the audit of the Audited Financial Statements and (3) the review of the Reviewed Quarterly Financial Statements, shall in each case be borne equally by Buyer on the one hand and Seller on the other hand.

Preparation of Financial Statements. Seller will provide Buyer with: (a) an audited consolidated balance sheet for the Operations for the fiscal year ended September 30, 2024 Subject to and the comparative prior fiscal year which are compliant with Rule 3-05 and the related statements of income, changes in equity and cash flows for each such fiscal year with a corresponding audit opinion which meets the requirements of Rule 3-05 (collectively, the “Audited Financial Statements”); and (b) the reviewed quarterly balance sheet as of the end of the last fiscal quarter ending prior to the Closing Date and the related statements of income, changes in equity and cash flows for the fiscal year-to-date period then ended (collectively, the “Reviewed Quarterly Financial Statements”), which such Reviewed Quarterly Financial Statements will meet the requirements of Rule 3-05, in each case derived from the books and records of the Company, Seller and Seller’s Affiliates, in accordance with Sellers' agreement regarding access to the requirements of Rule 3-05 and in form and substance sufficient to permit Buyer to comply with obligations that may be applicable to it under Item 9.01 of Form 8-K under the U.S. Exchange Act, as amended, in each case of clauses (a) and (b), as soon as commercially practicable following the Closing Date (provided, that the Audited Financial Statements Stations and the Reviewed Quarterly Financial Statements Assets as set forth in SECTION 6.2.7., Sellers shall, and shall be provided to Buyer within thirty cause their representatives, (30) Business Days and after the Closing Date); it being acknowledged Sundance Closing, Sellers shall use commercially reasonable efforts to cause the Sundance Parties and agreed that Seller will instruct Seller’s their representatives) to cooperate in all reasonable respects with the efforts of Buyer and Buyer's independent auditors to continue all requisite work prepare such audited and processes required to give effect to this provision as soon as reasonably practicable following the date hereof. In furtherance and not in limitation interim unaudited financial statements of the prior sentence, Seller shall retain, cause and enable Deloitte LLP Stations as Buyer may reasonably determine are necessary to prepare and issue an audit opinion with respect satisfy Buyer's public company reporting requirements pursuant to the Audited Financial Statements Securities Act of 1933 or the Securities Exchange Act of 1934. Sellers shall (and, after the Sundance Closing, Sellers shall use commercially reasonable efforts to cause the Sundance Parties to) execute and provide deliver to Buyer (and not withdraw) its consent Buyer's independent auditors such customary management representation letters as the auditors may require as a condition to such auditors ability to deliver an unqualified report upon the filing audited financial statements of the Audited Financial Statements, including their incorporation by reference into Stations for the registration periods for which such financial statements filed by Buyer are required under the Securities Act of its audit reports with respect 1933 or the Securities Exchange Act of 1934. Sellers shall cause their independent public accountants (and, after the Sundance Closing, Sellers shall use commercially reasonable efforts to cause the independent public accountants for the Sundance Parties) to make available to Buyer and Buyer's representatives all of the work papers related to the financial statements or tax returns of Sellers (or the Sundance Parties, as the case may be), but only to the extent the same relate to the Stations, and to provide Buyer's independent auditors with reasonable access to those personnel (to the extent reasonably available) who previously have been involved in the audit or review of such financial statements and tax returns. Under no circumstances shall the preparation of the Operations. Buyer and financial statements described in this SECTION ▇.▇.▇▇.: (a) require any Seller will cooperate or any Sundance Party to change or modify any accounting policy, (b) cause any unreasonable disruption in good faith in connection with any discussions between Buyer and the staff business or operations of the SEC with respect to the required content Station, or (c) cause any delay in any internal reporting requirements of the Audited Financial Statements Sellers. All cost and Reviewed Quarterly Financial Statements. Seller will cooperate in good faith with ▇▇▇▇▇ with respect to ▇▇▇▇▇’s preparation of any pro forma financial information required under Article 11 of Regulation S-X expenses incurred in connection with the Transactions. The costs, fees and expenses preparation of (1and assimilation of relevant information for) the preparation of the Audited Financial Statements and the Reviewed Quarterly Financial Statements, (2) the audit of the Audited Financial Statements and (3) the review of the Reviewed Quarterly Financial Statements, financial statements described in this SECTION 6.2.13 shall in each case be borne equally paid by Buyer on the one hand and Seller on the other handBuyer.

Preparation of Financial Statements. Not later than 60 days after the Closing, Seller will provide Buyer withshall deliver to Purchaser: (ai) an audited consolidated balance sheet Statement of Revenues and Direct Expenses of the Business for the Operations for the fiscal year ended September 30, 2024 2006 and the comparative prior fiscal year which are compliant with Rule 3-05 an unaudited Statement of Revenues and the related statements of income, changes in equity and cash flows for each such fiscal year with a corresponding audit opinion which meets the requirements of Rule 3-05 (collectively, the “Audited Financial Statements”); and (b) the reviewed quarterly balance sheet as Direct Expenses of the end of the last fiscal quarter ending prior to the Closing Date and the related statements of income, changes in equity and cash flows Business for the fiscal year-to-date period then six months ended March 31, 2007 (collectively, the “Reviewed Quarterly Financial Statements”), which such Reviewed Quarterly Financial Statements will meet the requirements of Rule 3-05, in each case derived which shall include as line items revenues, cost of goods sold and direct expenses of the Business) and (ii) an audited Statement of Assets Acquired and Liabilities Assumed as of September 30, 2006 and an unaudited Statement of Assets Acquired and Liabilities Assumed as of March 31, 2007 (in each case which shall include as line items inventory, equipment, intangible assets, deferred revenue and accrued warranty liability) of the Business, all as described in the letter from the books SEC to Purchaser dated June 4, 2007 and records of the Company, Seller and Seller’s Affiliates, prepared in accordance with the requirements of Rule 3-05 specified therein. The audited Statements described above shall have been audited by Ernst & Young LLP, and in form and substance sufficient to permit Buyer to comply with obligations that may be applicable to it under Item 9.01 of Form 8-K under the U.S. Exchange Act, as amended, in each case of clauses (a) and (b), as soon as commercially practicable following the Closing Date (provided, that the Audited Financial Statements and the Reviewed Quarterly Financial Statements shall be provided to Buyer within thirty (30) Business Days after the Closing Date); it being acknowledged and agreed that Seller accompanied by a report thereon by such auditing firm. Ernst & Young LLP will instruct Seller’s auditors to continue all requisite work and processes required to give effect to this provision as soon as reasonably practicable following the date hereof. In furtherance and not in limitation of the prior sentence, Seller shall retain, cause and enable Deloitte LLP to prepare and issue an audit opinion with respect to the Audited Financial Statements and provide to Buyer (and not withdraw) its consent to the filing of the Audited Financial Statements, including their incorporation by reference into the of such report when required for registration statements to be filed by Buyer Purchaser under the Securities Act of its audit reports 1933 and any periodic report by Purchaser under the Securities Exchange Act of 1934, on a best efforts basis to the extent Ernst & Young LLP LLP can satisfy the Generally Accepted Auditing Standards (Canada) with respect to issuing its consent at the time of filing of each and any such registration statement to be filed by Purchaser. The statements described above shall fairly present in all material respects, the financial statements condition of the Operations. Buyer and Seller will cooperate in good faith in connection with any discussions between Buyer Business as of the dates thereof and the staff results of operations of the SEC with respect Business for the periods referred to therein (subject in the case of unaudited statements to the required content absence of the Audited Financial Statements footnotes and Reviewed Quarterly Financial Statements. Seller will cooperate in good faith with ▇▇▇▇▇ with respect to ▇▇▇▇▇’s preparation of any pro forma financial information required under Article 11 of Regulation Syear-X in connection with the Transactions. The costsend audit adjustments), fees and expenses of (1) the preparation of the Audited Financial Statements and the Reviewed Quarterly Financial Statements, (2) the audit of the Audited Financial Statements and (3) the review of the Reviewed Quarterly Financial Statements, shall in each case be borne equally by Buyer on the one hand and Seller on the other handcase, in accordance with Canadian GAAP reconciled to GAAP.

Preparation of Financial Statements. Seller will provide Buyer with: (a) an As promptly as practicable, and in no event later than two (2) Business Days prior to the Closing, the Company shall furnish to the Buyer: (i) audited consolidated balance sheet financial statements (for purposes of this Section 5.11, “financial statements” shall include, for the Operations avoidance of doubt, consolidated balance sheets and consolidated statements of operations, stockholders’ equity, and cash flows) of the Company and its subsidiaries as of December 31, 2021 and for the fiscal year ended December 31, 2020; and (ii) unaudited condensed consolidated financial statements of the Company and its subsidiaries as of June 30, 2022 and for the six (6) months ended June 30, 2022 and June 30, 2021; provided, that if the Closing shall not have occurred by November 7, 2022, then such unaudited financial statements shall be as of September 30, 2022 and for the nine (9) months ended September 30, 2024 2022 and the comparative prior fiscal year which are compliant with Rule 3-05 and the related statements of incomeSeptember 30, changes in equity and cash flows for each such fiscal year with a corresponding audit opinion which meets the requirements of Rule 3-05 (collectively, the “Audited Financial Statements”); and 2021. (b) the reviewed quarterly balance sheet as Each of the end financial statements referred to in Section 5.11(a) shall (i) be prepared in accordance with, and comply with, GAAP, Regulation S-X promulgated under the Exchange Act and other accounting requirements and with the rules and regulations of the last fiscal quarter ending prior to SEC, the Closing Date Exchange Act and the related statements of income, changes in equity and cash flows for the fiscal year-to-date period then ended (collectively, the “Reviewed Quarterly Financial Statements”), which such Reviewed Quarterly Financial Statements will meet the requirements of Rule 3-05Securities Act, in each case derived from the books and records of the Company, Seller and Seller’s Affiliates, in accordance with the requirements of Rule 3-05 and in form and substance sufficient to permit Buyer to comply with obligations that may be applicable to it under Item 9.01 of Form 8-K under the U.S. Exchange Act, as amended, in each case of clauses (a) and (b), as soon as commercially practicable following the Closing Date (provided, that the Audited Financial Statements and the Reviewed Quarterly Financial Statements shall be provided to Buyer within thirty (30) Business Days after the Closing Date); it being acknowledged and agreed that Seller will instruct Seller’s auditors to continue all requisite work and processes required to give effect to this provision as soon as reasonably practicable following the date hereof. In furtherance and not in limitation of the prior sentence, Seller shall retain, cause and enable Deloitte LLP to prepare and issue an audit opinion with respect to the Audited Financial Statements and provide to Buyer (and not withdraw) its consent to the filing of the Audited Financial Statements, including their incorporation by reference into the registration statements filed by Buyer under the Securities Act of its audit reports with respect extent applicable to the financial statements of the Operations. Company and its subsidiaries which may be required to be filed by the Buyer with the SEC, and Seller will cooperate which shall fairly present, in good faith all material respects, the financial position, results of operations, stockholders’ equity and cash flows of the Company at the date thereof and for the period(s) indicated therein, and (ii) be audited by the Company’s independent auditor in accordance with AICPA auditing standards and contain an unqualified report of such auditor (in the case of audited financial statements) or be reviewed by the Company’s independent auditor in accordance with AICPA auditing standards (in the case of unaudited financial statements). (c) The Company shall provide such additional information and assistance as the Buyer may reasonably request in connection with any discussions between Buyer and the staff of the SEC with respect to the required content of the Audited Financial Statements and Reviewed Quarterly Financial Statements. Seller will cooperate in good faith with ▇▇▇▇▇ with respect to ▇▇▇▇▇’s preparation of any pro forma or other financial information data required under Article 11 of Regulation S-X to be filed by the Buyer with the SEC in connection with the Transactions. The coststransactions contemplated hereby. (d) For the avoidance of doubt, fees and expenses of (1) the preparation Company may furnish some or all of the Audited Company Financial Statements and in connection with the Reviewed Quarterly Financial Statementsperformance of its obligations under this Section 5.11, (2) provided that such statements otherwise comply with the audit of the Audited Financial Statements and (3) the review of the Reviewed Quarterly Financial Statements, shall in each case be borne equally by Buyer on the one hand and Seller on the other handrequirements set forth herein.

Preparation of Financial Statements. Prior to the Closing Date, the Seller will provide Buyer with: shall cause to be prepared and delivered to the Guarantor (a) an such audited consolidated balance sheet financial statements (the “Business Financial Statements”) of the Business that the Guarantor determines in good faith (after consultation with its accounting and legal advisors) to be required by, and would enable the Guarantor to comply with, the public reporting and other rules and regulations of the SEC and the NASDAQ Global Select Market applicable to the Guarantor in the context or as a result of the transactions contemplated by the Transaction Documents, including those public reporting and other rules and regulations that require, permit or contemplate the public reporting of audited financial statements and pro forma information following the consummation of the transactions contemplated by the Transaction Documents and (b) such audited financial statements for the Operations Business for the fiscal year ended September December 31, 2010, (the “2010 Financial Statements of the Business”) to be prepared by the Seller in accordance with Korean IFRS and its accounting policies and practices under its sole control, judgment and discretion. For the avoidance of doubt, the 2010 Financial Statements of the Business shall not be prepared for the Guarantor to comply with its reporting obligations and shall not be required to be prepared with any consultation with, determination by, or any other input from the Guarantor. In connection with the preparation and delivery of the Business Financial Statements, the Guarantor shall, and shall cause its Representatives to, fully cooperate with the Seller and its Representatives in a manner that is adequate to, and exercise its reasonable best efforts to, permit the Business Financial Statements and unaudited quarterly Business Financial Statements for the periods ended March 31, 2011 and June 30, 2024 2011 to be prepared and delivered as soon as possible following the comparative prior fiscal year which are compliant with Rule 3-05 Agreement Date, but no later than 180 days thereafter, and the related statements of income, changes in equity and cash flows to be updated on a quarterly basis for each quarter ending after June 30, 2011, with such fiscal year with a corresponding audit opinion which meets the requirements of Rule 3-05 (collectively, the “Audited updated unaudited quarterly Business Financial Statements”); Statements to be prepared and (b) the reviewed quarterly balance sheet as of delivered no later than 45 days after the end of such quarter and to be updated on an annual basis for the last fiscal quarter year ending prior to on December 31, 2011 (and if the Closing Date and the related statements of incomeoccurs in 2013, changes in equity and cash flows for the fiscal year-to-date period then ended (collectivelyyear ending on December 31, the “Reviewed Quarterly Financial Statements”2012), which with such Reviewed Quarterly updated audited Business Financial Statements will meet to be prepared and delivered no later than 90 days after the requirements end of Rule 3-05, in each case derived from such year. The Seller shall be entitled to retain such internationally recognized accounting firm without any conflict with the books and records of the Company, Seller and Seller’s Affiliates, in accordance with any other advisors as are reasonably necessary to timely and properly prepare the requirements of Rule 3-05 and in form and substance sufficient to permit Buyer to comply with obligations that may be applicable to it under Item 9.01 of Form 8-K under the U.S. Exchange Act, as amended, in each case of clauses (a) and (b), as soon as commercially practicable following the Closing Date (provided, that the Audited Business Financial Statements and shall be entitled to retain its current independent accounting firm for the Reviewed Quarterly preparation of the 2010 Financial Statements of the Business. All fees, costs and expenses incurred by the Seller or any Affiliate thereof in the preparation of the Business Financial Statements shall be provided reimbursed to Buyer the Seller by the Guarantor promptly, and in any event within thirty ten (3010) Business Days Days, after the Closing Date); it being acknowledged and agreed that Seller will instruct Seller’s auditors to continue all requisite work and processes required to give effect to this provision as soon as reasonably practicable following the date hereof. In furtherance and not in limitation of the prior sentence, Seller shall retain, cause and enable Deloitte LLP to prepare and issue an audit opinion with respect submission to the Audited Financial Statements and provide to Buyer (and not withdraw) its consent to the filing Guarantor of the Audited Financial Statements, including their incorporation by reference into the registration statements filed by Buyer under the Securities Act of its audit reports with respect to the financial statements of the Operations. Buyer and Seller will cooperate in good faith in connection with any discussions between Buyer and the staff of the SEC with respect to the required content of the Audited Financial Statements and Reviewed Quarterly Financial Statements. Seller will cooperate in good faith with ▇▇▇▇▇ with respect to ▇▇▇▇▇’s preparation of any pro forma financial information required under Article 11 of Regulation S-X in connection with the Transactions. The costs, fees and expenses of (1) the preparation of the Audited Financial Statements and the Reviewed Quarterly Financial Statements, (2) the audit of the Audited Financial Statements and (3) the review of the Reviewed Quarterly Financial Statements, shall in each case be borne equally by Buyer on the one hand and Seller on the other handwritten invoices therefor.

Preparation of Financial Statements. Seller will provide Buyer with: (a) an audited consolidated balance sheet for As soon as practicable after the Operations for the fiscal year ended September 30, 2024 and the comparative prior fiscal year which are compliant with Rule 3-05 and the related statements close of income, changes in equity and cash flows for each such fiscal year with a corresponding audit opinion which meets the requirements of Rule 3-05 (collectively, the “Audited Financial Statements”); and (b) the reviewed quarterly balance sheet as business of the end of Agency on February 29, 1996, (the last fiscal quarter ending prior to the Closing Date and the related statements of income, changes in equity and cash flows for the fiscal year"Pre-to-date period then ended (collectively, the “Reviewed Quarterly Financial Statements”), which such Reviewed Quarterly Financial Statements will meet the requirements of Rule 3-05Effective Moment") and, in each case derived from the books and records of the Companyany event, Seller and Seller’s Affiliates, in accordance with the requirements of Rule 3within sixty-05 and in form and substance sufficient to permit Buyer to comply with obligations that may be applicable to it under Item 9.01 of Form 8-K under the U.S. Exchange Act, as amended, in each case of clauses two (a62) and (b), as soon as commercially practicable following the Closing Date (provided, that the Audited Financial Statements and the Reviewed Quarterly Financial Statements shall be provided to Buyer within thirty (30) Business Days days after the Closing Date); it being acknowledged and agreed that Seller will instruct Seller’s auditors to continue all requisite work and processes required to give effect to this provision as soon as reasonably practicable following , the date hereof. In furtherance and not in limitation Shareholders shall cause the firm of the prior sentenceKnowles, Seller shall retainWarkentin & Bridges, cause and enable Deloitte LLP to prepare and issue an audit opinion with respect to the Audited Financial Statements and provide to Buyer (and not withdraw) its consent to the filing of the Audited Financial Statements, including their incorporation by reference into the registration statements filed by Buyer under the Securities Act of its audit reports with respect to the financial statements of the Operations. Buyer and Seller will cooperate in good faith in connection with any discussions between Buyer and the staff of the SEC with respect to the required content of the Audited Financial Statements and Reviewed Quarterly Financial Statements. Seller will cooperate in good faith with ▇▇▇▇▇ with respect to Chartered Acc▇▇▇▇▇’s preparation ▇▇s, ▇▇ ▇▇▇▇▇peg, ▇▇▇▇▇oba (the "Designated Accountants") to prepare and deliver to them, HRH and the Surviving Corporation, audited balance sheets of any pro forma the Agency and 2992575 Ltd., prepared in accordance with HRH GAAP Policy (as defined below), and with disclosure similar to the form of the financial information required under Article 11 of Regulation S-X in connection statements attached hereto as Exhibit 3.1(a) (the "Acquisition Audited Balance Sheets" which shall then be consolidated and referred to herein as the "Consolidated Balance Sheet"), together with the Transactionscustomary opinion of the Designated Accountants given with respect to such financial statements. For the purposes of this Agreement, "HRH GAAP Policy" shall mean the generally accepted accounting principles of HRH which are applied uniformly in determining the net profit of each subsidiary of HRH and which have been provided to the Shareholders in the form of HRH's Accounting Policies and Procedures Manual. The costsShareholders also shall cause the Designated Accountants to prepare and deliver (not later than twenty days prior to the Closing) to them, fees HRH and expenses of the Buyer, prior to the Closing Date, (1) the preparation audited financial statements of the Audited Agency and 2992575 Ltd., in the case of the Agency as of May 31, 1995 and as of and for the most recent annual period of 2992575 Ltd., prepared in accordance with HRH GAAP Policy in Securities and Exchange Commission format (the "Prior Year 1 Financial Statements"), together with the customary opinion of the Designated Accountants given with respect to such financial statements; (2) unaudited comparison statements for the periods ended May 31, 1994 in the case of the Agency and as of and for the 1994 year end of 2992575 Ltd. (the "Prior Year 2 Financial Statements"); (3) unaudited comparison statements for the periods ended May 31, 1993 in the case of the Agency and as of and for the 1993 year end of 2992575 Ltd. (the "Prior Year 3 Financial Statements"); (4) unaudited comparison statements for the Agency for the quarters ended December 31, 1995, and December 31, 1994 (the "Quarterly Statements"); and (5) unaudited comparison statements for the seven month stub periods beginning with the fiscal year and ending December 31, 1994, and December 31, 1995 ( the Stub Statements ). The Prior Year 1 Financial Statements, Prior Year 2 Financial Statements, Prior Year 3 Financial Statements, Quarterly Statements and the Reviewed Quarterly Stub Statements are attached hereto as Exhibit 3.1(a) and are collectively referred to herein as the "Prior Years' Financial Statements." In addition, the Shareholders shall cause the Designated Accountants to permit Buyer's in-house financial officer or any firm of certified public accountants (2if U.S.) or chartered accountants (if Canadian) designated by the audit of Buyer (referred to below as the Audited Financial Statements "Buyer's Reviewer") reasonable access to the work papers, schedules, memoranda and (3) other documents used in preparing the review of the Reviewed Quarterly Prior Years' Financial Statements, shall in each case be borne equally by Buyer on the one hand and Seller on the other hand.

Preparation of Financial Statements. Seller (1) As soon as practicable after the end of each fiscal accounting period between the date hereof and the Closing Date, the Company will provide Buyer to the Parent consolidated financial information for the Company and its Subsidiaries of the type referred to under Section (5)(f) of Schedule C. Such financial information will be prepared on a good faith basis to generally reflect the performance of the business of the Company and its Subsidiaries during the applicable accounting period and will be true and correct in all material respects. (2) The Company will use commercially reasonable efforts to provide the Parent with: (ai) an audited consolidated balance sheet for the Operations for the most recently completed fiscal year ended September 30, 2024 (the “Audited Balance Sheet”) and the comparative prior fiscal year which are compliant with Rule 3-05 05(b) of Regulation S-X promulgated by the SEC and the related statements of income, changes in equity and cash flows for each such fiscal year with a corresponding audit opinion which meets the requirements of Rule 3-05 05(b) of Regulation S-X (collectively, with the Audited Balance Sheet, the “Audited Financial Statements”); and (bii) the reviewed quarterly balance sheet as of the end of the last sheets for each fiscal quarter in 2017 and 2018 ending more than 30 days prior to the Closing Date and the related statements of income, changes in equity and cash flows for the fiscal year-to-date each period then ended (collectively, the “Reviewed Quarterly Financial Statements”), which such Reviewed Quarterly Financial Statements will meet the requirements of Rule 3-0505(b) of Regulation S-X, in each case derived from the books and records of the Company, Seller Company and Seller’s Affiliatesthe Subsidiaries, in accordance with the requirements of Rule 3-05 05(b) of Regulation S-X and in form and substance sufficient to permit Buyer the Parent to comply with obligations that may be applicable to it under Item 9.01 of Form 8-K under the U.S. Exchange Act, as amended, in each case of clauses (a) and (b), as soon as commercially practicable following the Closing Date (provided, that the Audited Financial Statements and the Reviewed Quarterly Financial Statements shall be provided to Buyer within thirty (30) Business Days after the Closing Date)Closing; it being acknowledged and agreed that Seller the Company will instruct Sellerthe Company’s auditors to continue commence all requisite work and processes required to give effect to this provision as soon as reasonably practicable following the date hereof. In furtherance The Parent and not in limitation of the prior sentence, Seller shall retain, cause and enable Deloitte LLP to prepare and issue an audit opinion with respect to the Audited Financial Statements and provide to Buyer (and not withdraw) its consent to the filing of the Audited Financial Statements, including their incorporation by reference into the registration statements filed by Buyer under the Securities Act of its audit reports with respect to the financial statements of the Operations. Buyer and Seller Purchaser will cooperate in good faith with the Company in connection with any discussions between Buyer the Company and the staff of the SEC with respect to the required content of the Audited Financial Statements and Reviewed Quarterly Financial Statements. Seller The Company will cooperate in good faith with ▇▇▇▇▇ the Parent and the Purchaser with respect to ▇▇▇▇▇the Parent’s preparation of any pro forma financial information required under Article 11 to be prepared by the Parent. If the Arrangement is not completed, other than due to a breach by the Company of Regulation Sthe terms and conditions of this Agreement or the termination of this Agreement pursuant to a Termination Fee Event, the Purchaser will forthwith reimburse the Company for all reasonable and documented out-X of-pocket costs and expenses incurred in connection with the Transactions. The costs, fees and expenses of (1) the preparation of the Audited Financial Statements and the Reviewed Quarterly Financial Statements, (2) the audit of the Audited Financial Statements and (3) the review of the Reviewed Quarterly Financial Statements, shall in each case be borne equally by Buyer on the one hand and Seller on the other handthis Section 4.11.

Preparation of Financial Statements. Seller (i) In furtherance and without limitation of Section 8.1(a), following the Closing, Buyer shall, at PKI’s sole cost and expense, use reasonable best efforts to provide to PKI and its Subsidiaries all information relating to the Business in the possession of Buyer or its Subsidiaries reasonably required for PKI and its Subsidiaries to prepare the financial statements of PKI and its Subsidiaries for all fiscal periods that precede or include the Closing Date and in connection therewith, Buyer shall use its reasonable best efforts to ensure that PKI and its Subsidiaries (and their auditors) will be provided with reasonable access, during normal business hours upon reasonable prior notice, to the Business’ non-privileged books and records and relevant accountant’s work papers (subject to execution of customary confidentiality and work paper access letters if requested). (ii) As promptly as practicable after the Original Execution Date and prior to the Closing, PKI shall, at Buyer’s sole cost and expense in accordance with Section 4.7(d), cause Deloitte and Touche LLP to prepare, and shall provide to Buyer with: (a) an and its Subsidiaries, audited consolidated combined balance sheet for sheets of the Operations for Business as of the last day of the fiscal year ended September 30January 2, 2024 and the comparative prior fiscal year which are compliant with Rule 3-05 2022 and the related statements of income, changes audited combined income statement for the Business for the twelve month period then ended (but will not include comparisons with the corresponding period in equity and cash flows for each such fiscal year with a corresponding audit opinion which meets the requirements of Rule 3-05 prior year) (collectively, the “Audited Financial Statements”); , which Audited Financial Statements shall include an audit opinion with respect thereto that is qualified solely for the omission from the Audited Financial Statements of a provision for income Taxes and related accounts and disclosures. (iii) PKI shall provide or cause to be provided to Buyer and its Representatives reasonable access, during normal business hours upon reasonable prior notice, to review PKI’s and its Subsidiaries’ non-privileged books and records and work papers (subject to execution of customary confidentiality and work paper access letters if requested) for purposes of evaluating the Audited Financial Statements. Buyer and its Representatives may make reasonable inquires to PKI and its Subsidiaries and their respective accountants concerning the Audited Financial Statements and PKI shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to cause any such accountants to cooperate with and respond to such inquiries. (iv) PKI shall prepare and deliver to Buyer, (A) the unaudited combined balance sheet of the Business as of July 3, 2022 and the related unaudited combined income statement for the Business for the three-month period ended July 3, 2022 (it being acknowledged and agreed that the financial statements contemplated by this clause (A) have been delivered to Buyer) and (bB) no later than fifty (50) calendar days following the reviewed quarterly end of each fiscal quarter of PKI ending after the Original Execution Agreement and prior to the Closing, an unaudited combined balance sheet of the Business as of the end of such quarter and the related unaudited combined income statements for the Business for the quarter then ended and year-to-date period (but will not include comparisons with the corresponding periods in the prior year) (the financial statements described in clauses (A) and (B), the “Interim Financial Statements”). In addition, PKI shall prepare and deliver to Buyer within 120 calendar days following the Closing, an unaudited combined balance sheet of the Business as of 12:01 a.m., Eastern Time, on the Closing Date and the related unaudited combined income statements for the Business for the period starting the first day following the last full fiscal quarter ending prior to the Closing Date and ending at 12:01 a.m., Eastern Time, on the related statements of income, changes Closing Date (but will not include comparisons with the corresponding period in equity and cash flows for the fiscal prior year-to-date period then ended ) (collectively, the “Reviewed Quarterly Stub Period Financial Statements”), which such Reviewed Quarterly Financial Statements will meet the requirements of Rule 3-05, in each case derived from the books and records of the Company, Seller and Seller’s Affiliates, in accordance with the requirements of Rule 3-05 and in form and substance sufficient to permit Buyer to comply with obligations that may be applicable to it under Item 9.01 of Form 8-K under the U.S. Exchange Act, as amended, in each case of clauses (a) and (b), as soon as commercially practicable following the Closing Date (provided, that the Audited Financial Statements and the Reviewed Quarterly Financial Statements shall be provided to Buyer within thirty (30) Business Days after the Closing Date); it being acknowledged and agreed that Seller will instruct SellerPKI’s auditors to continue all requisite work and processes required to give effect to this provision as soon as reasonably practicable following the date hereof. In furtherance and not in limitation of the prior sentence, Seller shall retain, cause and enable Deloitte LLP to prepare and issue an audit opinion obligations with respect to the Audited Stub Period Financial Statements are subject to and provide to conditional upon Buyer and its Affiliates having provided PKI (and not withdrawon a timely basis) its consent with reasonable cooperation with respect to the filing preparation of the Audited Stub Period Financial Statements, including their incorporation by reference into providing such information and cooperation as is necessary to comply with such obligations within the registration statements filed by Buyer under the Securities Act of its audit reports with respect time periods set forth herein. Notwithstanding anything to the financial statements contrary herein, PKI shall bear the costs of preparing the Operations. Buyer and Seller will cooperate in good faith in connection with any discussions between Buyer and the staff of the SEC with respect to the required content of the Audited Interim Financial Statements and Reviewed Quarterly Buyer shall reimburse PKI for 50% of the reasonable and documented out-of-pocket costs of preparing the Stub Period Financial Statements. Seller will cooperate in good faith with ▇▇▇▇▇ with respect to ▇▇▇▇▇’s preparation of any pro forma financial information required under Article 11 of Regulation S-X in connection with the Transactions. The costs, fees and expenses of (1) the preparation of the Audited Financial Statements and the Reviewed Quarterly Financial Statements, (2) the audit of the Audited Financial Statements and (3) the review of the Reviewed Quarterly Financial Statements, shall in each case be borne equally by Buyer on the one hand and Seller on the other hand.

Preparation of Financial Statements. Seller will provide Buyer with: (a) an audited The financial statements included or incorporated by reference in the Registration Statement, the Preliminary Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, together with the related notes and schedules, present fairly the consolidated balance sheet financial positions of the entities purported to be shown thereby as of the dates indicated and the consolidated results of operations, cash flows and changes in partners’ equity of such entities for the Operations for the fiscal year ended September 30, 2024 periods specified and the comparative prior fiscal year which are compliant have been prepared in all material respects in compliance with Rule 3-05 and the related statements of income, changes in equity and cash flows for each such fiscal year with a corresponding audit opinion which meets the requirements of Rule 3-05 (collectivelythe Securities Act and Exchange Act and in conformity with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved, except to the extent disclosed therein; all pro forma financial statements or data included or incorporated by reference in the Registration Statement, the “Audited Financial Statements”); and (b) Preliminary Prospectus, the reviewed quarterly balance sheet as of the end of the last fiscal quarter ending prior to the Closing Date Prospectus and the related statements of incomePermitted Free Writing Prospectuses, changes if any, comply in equity and cash flows for the fiscal year-to-date period then ended (collectively, the “Reviewed Quarterly Financial Statements”), which such Reviewed Quarterly Financial Statements will meet all material respects with the requirements of Rule 3the Securities Act (including, without limitation, Regulation S-05X under the Securities Act) and the Exchange Act (including, without limitation, Regulation G under the Securities Act), Item 10 under Regulation S-K and Financial Accounting Standards Board Interpretation No. 46, and the assumptions used in the preparation of such pro forma financial statements and data are, in each case derived from the judgment of the management of GP LLC, reasonable, the pro forma adjustments used therein are appropriate to give effect to the transactions or circumstances described therein and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data; the other financial and statistical data contained or incorporated by reference in the Registration Statement, the Preliminary Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, are accurately and fairly presented and prepared on a basis consistent with the financial statements and books and records of the Company, Seller and Seller’s Affiliates, in accordance with the requirements of Rule 3-05 and in form and substance sufficient to permit Buyer to comply with obligations Partnership Entities; there are no financial statements (historical or pro forma) that may be applicable to it under Item 9.01 of Form 8-K under the U.S. Exchange Act, as amended, in each case of clauses (a) and (b), as soon as commercially practicable following the Closing Date (provided, that the Audited Financial Statements and the Reviewed Quarterly Financial Statements shall be provided to Buyer within thirty (30) Business Days after the Closing Date); it being acknowledged and agreed that Seller will instruct Seller’s auditors to continue all requisite work and processes are required to give effect to this provision as soon as reasonably practicable following the date hereof. In furtherance and not in limitation of the prior sentence, Seller shall retain, cause and enable Deloitte LLP to prepare and issue an audit opinion with respect to the Audited Financial Statements and provide to Buyer (and not withdraw) its consent to the filing of the Audited Financial Statements, including their incorporation be included or incorporated by reference into in the registration statements filed Registration Statement, the Preliminary Prospectus or the Prospectus that are not included or incorporated by Buyer under the Securities Act of its audit reports with respect to the financial statements of the Operations. Buyer and Seller will cooperate in good faith in connection with any discussions between Buyer and the staff of the SEC with respect to the required content of the Audited Financial Statements and Reviewed Quarterly Financial Statements. Seller will cooperate in good faith with ▇▇▇▇▇ with respect to ▇▇▇▇▇’s preparation of any pro forma financial information required under Article 11 of Regulation S-X in connection with the Transactions. The costs, fees and expenses of (1) the preparation of the Audited Financial Statements and the Reviewed Quarterly Financial Statements, (2) the audit of the Audited Financial Statements and (3) the review of the Reviewed Quarterly Financial Statements, shall in each case be borne equally by Buyer on the one hand and Seller on the other handreference as required.

Preparation of Financial Statements. Seller will provide Buyer with: (a) an audited consolidated balance sheet for If requested by Buyer, the Operations for the fiscal year ended September 30Company will use its commercially reasonable efforts to prepare, 2024 and the comparative prior fiscal year which are compliant with Rule 3-05 and the related or cause to be prepared, any historical financial statements of income, changes the Company and its Subsidiaries required to be filed by Buyer following the Closing in equity and cash flows for each such fiscal year with a corresponding audit opinion which meets order to satisfy its reporting obligations under the requirements of Rule 3-05 Exchange Act (collectively, the “Audited Financial Statements”); and (b) the reviewed quarterly balance sheet as of the end of the last fiscal quarter ending prior to the Closing Date and the related statements of income, changes in equity and cash flows for the fiscal year-to-date period then ended (collectively, the “Reviewed Quarterly Required Financial Statements”), which and will use its commercially reasonable efforts to cause any such Reviewed Quarterly Required Financial Statements will meet the requirements of Rule 3-05, in each case derived from the books and records of the Company, Seller and Seller’s Affiliates, to be prepared in accordance with GAAP (and calculated in accordance with ASC 606 issued by the requirements of Rule 3-05 and in form and substance sufficient to permit Buyer to comply with obligations that may be applicable to it under Item 9.01 of Form 8-K under Financial Accounting Standards Board), applied on a consistent basis throughout the U.S. Exchange Act, as amended, in each case of clauses (a) and periods indicated. (b)) The Company shall use its commercially reasonable efforts to (x) cooperate promptly with, as soon as commercially practicable following and to cause its Affiliates and its and their Representatives to cooperate promptly with, Buyer and its Representatives in connection with the Closing Date (provided, that preparation of the Audited Required Financial Statements and the Reviewed Quarterly Financial Statements shall be provided to Buyer within thirty (30) Business Days after the Closing Date); it being acknowledged and agreed that Seller will instruct Seller’s auditors to continue all requisite work and processes required to give effect to this provision as soon as reasonably practicable following the date hereof. In furtherance and not in limitation of the prior sentence, Seller shall retain, cause and enable Deloitte LLP to prepare and issue an audit opinion with respect to the Audited Financial Statements and provide to Buyer (and not withdraw) its consent to the filing of the Audited Financial Statements, including their incorporation by reference into the registration statements filed by Buyer under the Securities Act of its audit reports with respect to the financial statements of the Operations. Buyer and Seller will cooperate consider in good faith all of Buyer’s reasonable comments in connection therewith (but shall be under no compulsion to accept the same), (y) assist promptly, and to cause its Representatives to assist promptly, Buyer and its Representatives in connection with any discussions between Buyer and the staff of the SEC with respect to the required content of the Audited Financial Statements and Reviewed Quarterly Financial Statements. Seller will cooperate in good faith with ▇▇▇▇▇ with respect to ▇▇▇▇▇’s preparation of any filings, documents, or other materials, including any pro forma financial information statements, that may be required under Article 11 of Regulation S-X in connection with the Transactions. The costsMerger and the other transactions contemplated hereby in order to satisfy Buyer’s reporting obligations under the Exchange Act, fees and (z) supply promptly and further furnish promptly, and to cause its Representatives to supply and furnish promptly, any and all information, documents, and records as Buyer may reasonably request, and provide reasonable access to the Company’s personnel and facilities, in connection with the matters contemplated by this Section 7.10. (c) Nothing under this Section 7.10 shall be deemed to be an obligation by the Company to complete and deliver to Buyer any of the Required Financial Statements prior to the Effective Time, and the completion and delivery thereof shall not be a condition to Buyer’s or Merger Sub’s obligation to consummate the Merger. (d) All reasonable out-of-pocket and documented costs and expenses of (1) incurred by the preparation of Company and its Subsidiaries in connection with this Section 7.10 shall be the Audited Financial Statements responsibility of, and the Reviewed Quarterly Financial Statementsshall be promptly reimbursed by, (2) the audit of the Audited Financial Statements and (3) the review of the Reviewed Quarterly Financial Statements, shall in each case be borne equally by Buyer on the one hand and Seller on the other handBuyer.