Common use of Required Financial Statements Clause in Contracts

Required Financial Statements. In connection with the Buyer IPO, the Sellers shall cause the Company to deliver to the Buyer: (i) by a date which shall be not later than September 30, 2014, the audited balance sheet, statement of operations, statement of cash flows and statement of stockholders equity of the Company as at December 31, 2012 and December 31, 2013 and for the two fiscal years the ended (the “2012 and 2013 Financial Statements”); (ii) if required under Regulation D and Regulation S-X, as promulgated under the United States Securities Act of 1933, as amended, following the date of this Agreement, the audited balance sheet, statement of operations, statement of cash flows and statement of stockholders equity of the Company as at December 31, 2014 and for the fiscal year the ended (the “2014 Financial Statement” and together with the 2012 and 2013 Financial Statements, the “Audited Financial Statements”); and (iii) the comparative unaudited financial statements of the Company for the comparative nine month periods ended September 30, 2013 and September 30, 2014 (the “Unaudited Financial Statements”), which Unaudited Financial Statements shall be updated by the Company to a date which shall be 45 days prior to the effective date of the Registration Statement The Audited Financial Statements and the Unaudited Financial Statements are collectively referred to in this Agreement as the “Required Financial Statements”). Such Required Financial Statements shall include a balance sheet, statement of income and statement of cash flows and the Audited Financial Statements shall be accompanied by the audit report of an accounting firm that is qualified to audit financial statements of United States publicly traded companies.

Required Financial Statements. In connection with the Buyer IPO(a) The Company shall use its reasonable best efforts to prepare and deliver, the Sellers shall cause the Company to deliver to the Buyer: as soon as practicable, true, correct and complete copies of (i) by a date which shall be not later than September 30, 2014, the audited consolidated balance sheet, statement of operations, statement of cash flows and statement of stockholders equity sheets of the Company as at of December 31, 2012 2021 and December 31, 2013 2022, and the related consolidated statements of income and cash flows of the Company for such years, each audited in accordance with the two fiscal years auditing standards of the ended (PCAOB, together with an unqualified audit report thereon from the “2012 Company’s independent public accountants, and 2013 Financial Statements”); (ii) if any unaudited pro forma financial statements required under Regulation D and by Regulation S-XX of the SEC to be included in initial filing of the Registration Statement (to the extent the Parties determine it is practicable to make such initial filing of the Registration Statement with such financial statements in light of financial statement staleness rules and other considerations). (b) The Company shall use its reasonable best efforts to (i) prepare and deliver, as promulgated under soon as practicable and in any event not later than March 31, 2024, true, correct and complete copies of (A) the United States Securities Act of 1933, as amended, following the date of this Agreement, the audited consolidated balance sheet, statement of operations, statement of cash flows and statement of stockholders equity sheets of the Company as at of December 31, 2014 2022 and December 31, 2023, and the related consolidated statements of income and cash flows of the Company for such years, each audited in accordance with the fiscal year auditing standards of the ended (the “2014 Financial Statement” and PCAOB, together with an unqualified audit report thereon from the 2012 and 2013 Financial StatementsCompany’s independent public accountants (collectively, the “PCAOB Audited Financial Statements”); and , and (iiiB) the comparative any unaudited pro forma financial statements required by Regulation S-X of the Company for SEC to be included in the comparative nine month periods ended September 30, 2013 and September 30, 2014 Registration Statement (the “Unaudited Pro Forma Financial Statements”)” and, which Unaudited Financial Statements shall be updated by together with the Company to a date which shall be 45 days prior to the effective date of the Registration Statement The PCAOB Audited Financial Statements and the Unaudited Financial Statements are collectively referred to in this Agreement as Statements, the “Required Financial Statements”). Such , and (ii) promptly make any necessary amendments, restatements or revisions to the Required Financial Statements Statements, including by providing any audited or unaudited financial statements for additional periods as required pursuant to rules and regulations of the SEC, such that they remain compliant through the date of completion of the offering pursuant to the Registration Statement and completion of the PIPE Financing. (c) The Company shall include a balance sheetuse commercially reasonable efforts to promptly remedy or otherwise address any significant deficiency, statement material weakness or other issue with respect to the Company’s internal control over financial reporting or otherwise in the preparation of income and statement of cash flows and the Audited Required Financial Statements shall be accompanied Statements, as identified by the audit report of an accounting firm that is qualified to audit financial statements of United States publicly traded companiesCompany’s accountants.