S-1

As filed with the Securities and Exchange Commission on September 19, 2025.

Registration Statement No. 333-     

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Andersen Group Inc.

(Exact name of Registrant as specified in its charter)

Delaware	7389	33-4630773
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification Number)

Andersen Group Inc.

333 Bush Street

Suite 1700

San Francisco, California 94104

(415) 764-2700

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Mark L. Vorsatz

Chairman and Chief Executive Officer

Andersen Group Inc.

333 Bush Street

Suite 1700

San Francisco, California 94104

(415) 764-2700

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Jay K. Hachigian
Richard R. Hesp
Jeffrey R. Vetter
Alexa Belonick
Elena M. Vespoli
Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP
550 Allerton Street
Redwood City, California 94063 (650) 463-5335 William Deckelman
Andersen Group Inc.
333 Bush Street
Suite 1700
San Francisco, California 94104 (415) 764-2700 Dave Peinsipp
John McKenna
Kristin VanderPas
Denny Won
Cooley LLP
3 Embarcadero Center, 20^th Floor San Francisco, California 94111 (415) 693-2000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-accelerated Filer	☒	Smaller Reporting Company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act of 1933, as amended. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS (Subject to Completion)

Issued    , 2025

     Shares

Class A Common Stock

Andersen Group Inc. is offering     shares of its Class A common stock. This is our initial public offering of shares of Class A common stock, and no public market currently exists for our shares. We anticipate that the initial public offering price will be between $    and $    per share.

We have applied to list our Class A common stock on the New York Stock Exchange (the NYSE) under the symbol “ANDG,” and this offering is contingent upon final approval of such listing.

Upon completion of this offering, we will have two series of authorized common stock, Class A common stock and Class B common stock. Each share of our Class A common stock is entitled to one vote per share. Each share of our non-economic Class B common stock is entitled to ten votes per share. Upon completion of this offering, Andersen Aggregator LLC will hold all outstanding shares of our Class B common stock and will therefore hold    % of the combined voting power of our outstanding capital stock (assuming no exercise of the underwriter’s option to purchase additional shares to cover over-allotments). As a result, we will be a “controlled company” within the meaning of the corporate governance standards of the NYSE, and therefore we will be permitted to, and we intend to, elect not to comply with certain corporate governance requirements thereunder. See the section titled “Management—Controlled Company Status.”

We are an “emerging growth company” as defined under the federal securities laws. As such, in this prospectus we have taken advantage of certain reduced disclosure obligations that apply to emerging growth companies, and may elect to comply with certain reduced public company reporting requirements for future filings.

We are a holding company, and immediately after the consummation of the reorganization transactions as described herein and this offering, our sole material asset will be the indirect ownership interests in Andersen Tax Holdings LLC through our ownership of approximately   % of the Class X Umbrella Units in AT Umbrella LLC, which in turn will own all ownership interests in Andersen Tax LLC (each as defined herein). We intend to use all of the net proceeds from this offering (including from any exercise by the underwriters of their over-allotment option) to purchase a number of newly issued Class X Umbrella Units from AT Umbrella LLC that is equivalent to the number of shares of Class A common stock that we offer and sell in this offering, as described under the section titled “Organizational Structure—This Offering and Our Post-IPO Structure.” We will operate and control all of the business and affairs of AT Umbrella LLC and conduct our business through AT Umbrella LLC.

Investing in our Class A common stock involves risks. See the section titled “Risk Factors” beginning on page 22.

PRICE $    A SHARE

	Price to Public	Underwriting Discounts and Commissions(1)	Proceeds to Andersen Group Inc.
Per Share	$	$	$
Total	$	$	$

(1) See the section titled “Underwriters” for a description of the compensation payable to the underwriters.

At our request, the underwriters have reserved up to 7% of the shares of our Class A common stock offered by this prospectus for sale, at the initial public offering price, through a directed share program to our non-employee directors and certain other individuals and entities identified by us. See the section titled “Underwriters—Directed Share Program.”

We have granted the underwriters an option for a period of 30 days to purchase up to an additional    shares of Class A common stock solely to cover over-allotments, if any.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of our Class A common stock to purchasers on     , 2025.

MORGAN STANLEY UBS INVESTMENT BANK

DEUTSCHE BANK SECURITIES TRUIST SECURITIES WELLS FARGO SECURITIES

BAIRD WILLIAM BLAIR

    , 2025

ANDERSEN Delivering Exceptional Client Service Grounded in Integrity, Transparency, and Excellence

Robust $732M 14% Top-Line M Performance 24 YoY Growth 24 Revenue Significant 11,300 20,600Client Base Client Groups Client Engagements Large Pool 288 2,220 of Talented Professionals Managing Directors Total Employees Healthy 18% 20% Margins and Profitability 24 Net Income 24 Adj. EBITDA Margin Margin Notes: Notes: 1. Financials are for the year ended December 31, 2024; All other figures are as of June 30, 2025 2. For Adj. EBITDA Margin, see the section titled Managements Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measures for additional information and a reconciliation to the most directly comparable financial measure prepared in accordance with GAAP.

Andersen Global Unlocks International Reach Member Firms of Andersen Global Collaborating Firms of Andersen Global Andersen Consulting 300+ Member and Collaborating Firms 890+ Locations 182+ Countries 2,900+ Partners 44,000+ Professionals Notes: 1. All figures as of June 30, 2025, and excludes Andersen Consulting 2. Andersen Global refers to a Swiss verein, of which Andersen Tax LLC is a founding member

Family Office Consulting Real Estate Consulting Global Workforce Mobility Fund Tax Compliance and Advisory Investment Consulting Fund Formation and Global Structuring Private Accounting Solutions Fund Accounting Trust, Estate and Charitable Planning Private Client Services Alterative Investment Funds, Business Tax Services Valuation Services ANDERSEN Tax Valuation Litigation and Dispute Support Fixed Assets and Cost Segregation Financial Reporting Financial Due Diligence and Transaction Support International Tax Services and Transfer Pricing M&A Tax Advisory State and Local Tax Tax Compliance and Reporting Tax Technology Automation

ANDERSEN Over Two Decades of Integrated, Differentiated Service 170+ Andersen Global Countries 19,000+ Andersen Global Personnel $700MM+ Revenue 70+ Andersen Global Countries 5,000+ Andersen Global Personnel 165+ Andersen Global Countries 15,000+ Andersen Global Personnel 2000+ 1000+ Personnel Personnel 40 Andersen $500MM+ Global Revenue Countries 7 Andersen $250MM+ Global Revenue Countries 16 Andersen 1000+ Global Countries Andersen Global Personnel 3 Andersen Global Countries 500+ Personnel $100MM+ Revenue Completed Management buyout from Founded Expanded service HSBC under the capabilities name Wealth to include and Tax investment Advisory consulting services, Services, Inc. (WTAS) valuation services and 921520-023-Part-3 SALT, amongst others Formed Andersen Global Launched collaboration with the University of San Francisco Launched Student Loan Acquired Andersen Paydown Plan name and rebranded for employees to Andersen Tax and Andersen Global Launched Andersen Institute of Finance and Economics Launched Andersen Consulting 2002 2003 2007 2008 2012 2013 2014 2016 2018 2019 2022 2023 2024 2025

TABLE OF CONTENTS

PROSPECTUS

	PAGE
GLOSSARY		ii
PROSPECTUS SUMMARY		1
RISK FACTORS		22
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		62
ORGANIZATIONAL STRUCTURE		64
INDUSTRY AND MARKET DATA		72
USE OF PROCEEDS		73
DIVIDEND POLICY		74
CAPITALIZATION		76
DILUTION		78
UNAUDITED PRO FORMA FINANCIAL INFORMATION		81
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		93
LETTER FROM MARK VORSATZ, OUR CEO		119

	PAGE
BUSINESS		122
MANAGEMENT		137
EXECUTIVE COMPENSATION		144
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		150
PRINCIPAL STOCKHOLDERS		157
DESCRIPTION OF CAPITAL STOCK		159
SHARES ELIGIBLE FOR FUTURE SALE		165
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS		168
UNDERWRITERS		172
LEGAL MATTERS		182
EXPERTS		182
WHERE YOU CAN FIND ADDITIONAL INFORMATION		183
INDEX TO FINANCIAL STATEMENTS		F-1

Through and including    , 2025 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

Neither we nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses filed with the Securities and Exchange Commission. Neither we nor any of the underwriters take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. We are offering to sell, and seeking offers to buy, shares of our Class A common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the shares of our Class A common stock. Our business, operating results, financial condition, and future prospects may have changed since that date.

For investors outside the United States: Neither we, nor any of the underwriters have taken any action that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.

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GLOSSARY

As used in this prospectus, unless we state otherwise or the context otherwise requires:

• “we,” “us,” “our,” “Andersen,” the “Company” and similar references refer (a) after giving effect to the reorganization transactions described in the section titled “Organizational Structure,” to Andersen Group Inc. and, where applicable as context requires, its consolidated subsidiaries, and (b) prior to giving effect to the reorganization transactions, to Andersen Tax Holdings LLC and, where applicable as context requires, its consolidated subsidiaries.

• “Aggregator” refers to Andersen Aggregator LLC, a Delaware limited liability company and a holding company of which, following the reorganization transactions, the equity owners include current Managing Directors.

• “Aggregator LTIP Units” refers to the profits interests of Aggregator. Aggregator LTIP Units will be economically similar to stock options. Each Aggregator LTIP Unit has a per unit hurdle price, which is economically similar to the exercise price of a stock option.

• “Andersen Consulting” refers to Andersen Consulting Holdings L.P., a Delaware limited partnership of which Andersen Tax Holdings LLC is the sole member of the general partner of such limited partnership.

• “Andersen Global” refers to Andersen Global, a Swiss verein, of which Andersen Tax LLC is a member.

• “Andersen Group” refers to Andersen Group Inc., a Delaware corporation and the issuer in this offering.

• “Arthur Andersen” refers to the former Arthur Andersen & Co. or Arthur Andersen LLP, as context requires.

• “AT Umbrella” refers to AT Umbrella LLC, a Delaware limited liability company and a direct subsidiary of Andersen Group Inc. following the reorganization transactions.

• “Class X Aggregator Units” refers to the common interest units in Aggregator, which are designated as Management Class X Aggregator Units and Investment Class X Aggregator Units corresponding to units exchanged in the reorganization transactions from MD Management LLC and MD Investment LLC, respectively.

• “Class X Umbrella Units” refers to the common interest units in AT Umbrella.

• “LTIP Units” refers to the profits interests of AT Umbrella. LTIP Units will be economically similar to stock options. Each LTIP Unit has a per unit hurdle price, which is economically similar to the exercise price of a stock option.

• “Managing Director” refers to a person who holds the title of Managing Director of Andersen Tax LLC, a Delaware limited liability company and an indirect subsidiary of Andersen Group Inc. following the reorganization transactions, or a comparable position including certain persons who are members of an advisory board or equivalent of an affiliate of Andersen Tax LLC.

ii

PROSPECTUS SUMMARY

This summary highlights selected information that is presented in greater detail elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our Class A common stock. This summary contains forward-looking statements that involve risks and uncertainties. You should carefully read this prospectus in its entirety before investing in our Class A common stock, including the sections titled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Special Note Regarding Forward-Looking Statements,” and our consolidated financial statements and the related notes included elsewhere in this prospectus before making an investment decision.

ANDERSEN GROUP INC.

Overview

Our mission is to deliver exceptional client service grounded in integrity, transparency, and excellence. Since our founding in 2002, we have experienced rapid and sustained growth, powered by our people, our values and our relentless commitment to innovative, client-focused solutions. Building on the rich traditions and culture of the former Arthur Andersen, we are driven by a bold vision to lead in a complex global marketplace, creating lasting value for our clients, our people and our investors.

We are a leading provider of independent tax, valuation and financial advisory services to individuals and family offices, businesses and institutional clients in the United States. We have strategically expanded our business to build an integrated platform of service offerings that enables us to solve our clients’ most complex tax and financial challenges. The success of our approach is reflected in our consistent growth to date, having delivered a revenue compound annual growth rate (CAGR) of 15% since 2003, the first full fiscal year following our formation, through December 31, 2024, and a net income CAGR of 24% since 2009, the first full fiscal year following our management buyout from HSBC, through December 31, 2024. We have achieved this by delivering specialized technical expertise combined with practical advice, supported by our widely recognized and strong firm culture, integrated services offerings and global capabilities. Our global reach is facilitated through our membership in Andersen Global, a Swiss association of over 300 member and collaborating firms.

Our differentiated approach to client service is rooted in our firm values that emphasize quality of service, collaboration and stewardship. We strive for excellence by leveraging the extensive experience of our Managing Directors, many of whom are thought leaders in their respective fields, and ensuring that they are deeply involved in client service through our low-leverage operating model. Our leadership team has created a collaborative working environment, ensuring that our clients benefit from high-functioning teams and access to Managing Directors across our multiple service lines. We also place a high premium on stewardship as we focus on nurturing our professionals’ development, fostering a vibrant workplace conducive to long-term careers and creating an environment of continuous learning. Taken together, our firm culture supports our resilient business and low employee turnover, enabling us to consistently deliver high-quality services to our clients.

Built on the legacy of Arthur Andersen, we believe our brand is one of the most globally recognized and respected names within professional services. Associated with commitment to the highest standards of professionalism, the Andersen brand stands for a culture of excellence, superior client service, deep talent and consistent growth. These defining qualities of our brand have helped serve as a catalyst for meaningful and sustained client growth and continue to drive our ability to attract new clients and talented professionals today.

Our ability to deliver exceptional client service is further bolstered by our membership in Andersen Global. As the founding member of Andersen Global, we have created a strategic set of relationships with member and collaborating firms worldwide, which enable us to better deliver services internationally at scale. With over

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44,000 professionals and 2,900 partners operating in 182 countries as of June 30, 2025, Andersen Global and its affiliates provide our clients with access to deep tax, legal and financial expertise that is differentiated from traditional multinational consulting firms and is complemented by on-the-ground experience with local business practices and regulations. Our foundational role in Andersen Global and the depth and breadth of expertise offered by its member and collaborating firms give us the ability to service our U.S. clients internationally.

We have built a multidimensional independent advisory firm with the ability to provide differentiated services across tax and financial services to address our clients’ most complex challenges. Our primary end-to-end services offerings include:

• Private Client Services. We provide comprehensive tax and financial services for individuals and families, addressing complex client matters involving multigenerational wealth, charitable giving and trust and estate planning.

• Business Tax Services. We offer a broad range of scalable, integrated tax-related consulting and compliance services for businesses, helping organizations with managing their tax planning, compliance and reporting needs effectively.

• Alternative Investment Funds. We deliver comprehensive tax and financial services for a range of investment funds including family offices, funds of funds, hedge funds, private equity funds, venture capital funds and real estate investment trusts.

• Valuation Services. We provide clients with in-depth, independent valuation expertise that helps clients navigate tax laws and regulations and comply with important regulatory requirements.

Since our inception, we have made a deliberate decision not to provide audit or related financial statement attestation services. As a result, we are not limited by the associated regulations that audit firms are subject to in the United States and internationally. This allows us to offer a comprehensive suite of non-audit services tailored to our clients’ specific needs, enabling us to build a differentiated, trusted relationship with them.

We meet our clients’ most critical needs because of our distinctly qualified and talented professionals. We have rapidly increased our headcount over the past several years, employing over 2,200 personnel in 26 locations across the United States as of June 30, 2025. In addition, through Andersen Global, we have a global reach that gives us access to additional professionals worldwide. In an industry in which access to talent is a critical differentiator, we believe we benefit from long staff tenure and low attrition rates that help us maintain long-lasting client relationships. As of December 31, 2024, our average Managing Director tenure exceeded ten years, and our average client-facing non-partner attrition rate over the past three years, excluding involuntary terminations, was approximately 17% compared to the industry average of approximately 21%. This low attrition rate reflects our focus on investing in and retaining our talent. Since our founding, we have never implemented any broad-based layoffs, despite having operated through several periods of significant economic uncertainty.

We attract a highly diverse range of clients across the United States and internationally. As of June 30, 2025, we had performed services for over 11,300 client groups across the United States, representing an increase of 9% from June 30, 2024. Client groups will often comprise multiple client engagements with different entities or individuals, such as multiple subsidiaries of an entity, multiple principals within a single private equity fund or multiple individuals or trusts within a single wealthy family. Accordingly, we had over 20,600 client engagements in through the six months ended June 30, 2025 representing an increase of 15% from the six months ended June 30, 2024. During the six months ended June 30, 2025, we derived approximately 50% of our revenue from private client services, 35% from business tax services, 10% from alternative investment fund services and 5% from valuation services. We believe that our exceptional level of service and the expertise that we provide has enabled us to build long-lasting client relationships. In 2024, approximately 74% of our revenue came from client groups that have engaged our services for more than three years.

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We have a history of achieving significant and long-term growth since our founding. Our revenue has grown from $639.1 million in 2023 to $731.6 million in 2024, and from $341.6 million for the six months ended June 30, 2024 to $384.1 million for the six months ended June 30, 2025. We benefit from strong unit economics as reflected by our operating margin, which was 18% in each of 2024 and 2023, and was (14)% for the six months ended June 30, 2025 compared to 13% for the six months ended June 30, 2024. Our net income was $134.8 million and $118.7 million in 2024 and 2023, respectively, representing growth of 14% year-over-year. We had a net loss of $(45.4) million for the six months ended June 30, 2025 compared to net income of $46.9 million for the six months ended June 30, 2024, driven primarily by issuance of new profits interest units in the second quarter of 2025. Our Adjusted EBITDA Margin, which is a measure that is not calculated and presented in accordance with generally accepted accounting principles in the United States (GAAP), was 20% in each of 2024 and 2023 and was 23% for the six months ended June 30, 2025 compared to 15% for the six months ended June 30, 2024. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for the definition of Adjusted EBITDA Margin and a reconciliation of Adjusted EBITDA Margin to its most directly comparable GAAP financial measure.

Our Differentiated Approach

We were founded in 2002 by a team of experienced leaders and partners of the former Arthur Andersen who had a vision for a professional services firm that would deliver advice that was tailored, relevant and impactful for clients. Today, over two decades later, we remain true to that vision, differentiating our services by offering specialized technical expertise, combined with practical advice, direct Managing Director involvement and access to international services through Andersen Global. These combined elements allow us to provide multidimensional, seamless service to our clients, who engage us to support them on their most complex, high-stakes matters.

Our operating model is powered by a widely recognized and strong firm culture based on shared values, integrated services offerings and investments in our people. Accordingly, our globally recognized brand enables us to attract and retain top talent which, in turn, reinforces client confidence. Our differentiated business is built on the following key drivers:

Our Firm Culture and Values

We have established a set of values that Andersen professionals are held accountable to and that define our culture: client service, collaboration and stewardship.

• Quality Client Service. Our ambition is to set the standard for client service excellence. We achieve this by working with clients to understand their needs and deliver solutions that are relevant, practical and value-accretive. In doing so, we leverage the collective experience of our Managing Directors, many of whom have decades of real-world experience, aided by the fact that we do not have a mandatory retirement age. In addition, we operate a low Managing Director-to-professional operating model and high ratio of client-facing employees, resulting in greater direct Managing Director interaction, greater accountability for service delivery and timelier responsiveness to client needs.

Our ability to deliver quality client service is also supported by our investments in technology, particularly artificial intelligence (AI). By blending our thought leadership and industry expertise with capabilities from innovative technology vendors, we are able to enhance the accuracy, speed, and scalability of delivery across our tax advisory, valuation, and consulting offerings. Our focus on bringing together the best of human capital and technology enables us to deliver differentiated insights and outcomes for clients, while maintaining the high standards of quality and confidentiality that define our brand.

• Collaboration and Teamwork. Our approach to collaboration and teamwork is founded on mutual trust and respect among colleagues. We have created a collaborative environment by encouraging open and transparent communications, being highly responsive and creating incentives that align Managing

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Director interests around sharing client relationships. By fostering collaboration and teamwork, we put our best resources in front of each client, regardless of practice area or geographic location.

• Stewardship. Andersen professionals are entrusted with preserving our culture so that the firm thrives as a vibrant workplace, while also providing opportunities for future generations to pursue successful careers serving clients. In particular, stewardship at Andersen means taking an active role in nurturing the development of our people, and providing them with a work environment and resources that foster their growth. We believe that our focus on stewardship supports our business by creating an environment in which our professionals can enjoy long and rewarding careers. As of December 31, 2024, our average Managing Director tenure exceeded ten years, and our average client-facing non-partner attrition rate over the past three years, excluding involuntary terminations, was approximately 17% compared to the industry average of approximately 21%.

A Globally Recognized Premium Brand

We believe that the Andersen brand remains one of the most globally recognized and respected names within the professional services industry, enabling us to:

• Build a Culture of Excellence. The Andersen brand stands for a commitment to the highest standards of professionalism. Our professionals, many of whom trace their roots to the former Arthur Andersen, embody this culture at Andersen today. This commitment manifests itself in client services delivered in a manner that is clear, concise, concrete, convincing, practical and timely.

• Accelerate Growth and Improved Profitability. Building on the name recognition of the former Arthur Andersen, the Andersen brand helps us acquire new high-quality clients. In addition to growing our client base, the Andersen brand has helped drive improved profitability. In 2024, we increased average revenue per employee by 9% year-over-year to approximately $335,000, which compares favorably to the industry average of approximately $230,000 in 2024.

• Attract and Develop Top Talent. The Andersen brand has fueled our recruiting efforts and expansion. Andersen’s reputation for excellence and the highest standards of professionalism has helped strengthen our talent pipeline. In 2024, we had over 9,000 applicants for approximately 183 open associate and internship positions, and in the five-year period ended December 31, 2024, we attracted over 750 lateral hires with at least five years of experience.

Founding Member of Andersen Global, Enabling International Delivery at Scale

We are the founding member of Andersen Global, a Swiss association formed in 2013, which maintains and regulates the professional standards that its over 300 member and collaborating firms have agreed to uphold when delivering services to clients internationally. Andersen Global is an association of legally separate, independent firms and is one of the largest professional services affiliations in the world, with over 44,000 professionals and 2,900 partners operating in 182 countries as of June 30, 2025.

Since inception, Andersen Global has expanded significantly as member and collaborating firms have sought to align around the Andersen brand and the Andersen Global umbrella of shared cultural values. In 2024, Andersen Global added 65 new member and collaborating firms to the association. Our relationships with Andersen Global’s member and collaborating firms provide us with access to deep global tax, legal and financial expertise, complemented by on-the-ground understanding of local business practices and regulations. These relationships give us the ability to better service our U.S. clients internationally and serve as a channel for inbound referrals. While we were instrumental in founding Andersen Global and participate on its governing Board, including with our CEO and Chairman, Mark Vorsatz, currently serving as its Global Chairman, we do not have any equity interest in the association or any other member or collaborating firm, and the association does not otherwise have separate financial results from the member or collaborating firms.

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Independence

We have made a deliberate decision not to provide audit or related financial statement attestation services. This means that we can offer our clients a comprehensive suite of non-audit services, tailored to their specific needs, without being subject to the auditor independence rules and other restrictions that impact many of our competitors.

Integrated Services Platform Driving Our Multidimensional Business

In addition to our foundation as a leading tax practice, we have expanded our service offerings to include a broad array of capabilities. Our goal is to provide our clients with an integrated “one-stop shop” for their global advisory needs. Our broad and growing platform of advisory services includes, but is not limited to:

Focus on Training and Development to Attract and Retain High-Quality Talent

In addition to a widely recognized and strong firm culture and emphasis on mentorship, we bolster our talent retention efforts with significant investments in training and development.

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We have built a series of core structured training programs that provide critical technical skills, industry knowledge and updates on latest tax regulations so that our professionals can deliver leading insights. Beyond our internal programs, we have a partnership with the University of San Francisco (USF), which provides tailored programs for our professionals to earn Masters of Business Administration (MBA), Masters of Laws in Taxation (LLM) or Masters of Legal Studies in Taxation (MLST) degrees. We also offer comprehensive professional qualification support by providing resources to assist with the Certified Public Accountant (CPA) exams, the Chartered Financial Analyst (CFA) exams, bar exams and other professional certifications. These programs and resources are provided at no cost to our employees.

We believe that our emphasis on stewardship has enabled us to deliver high levels of employee retention which, in turn, enhances our ability to deliver consistent client services.

Differentiated Thought Leadership

Our position as a thought leader in our areas of practice is driven by our senior leaders, many of whom are subject matter specialists within their respective fields and are widely recognized as leading experts. For example, Andersen Managing Directors and professionals author widely regarded resources and reference materials, including foundational publications such as the Tax Economics of Charitable Giving and Income Taxation of Fiduciaries and Beneficiaries. Our widely circulated For the Record newsletter provides timely updates on key developments in tax and finance to our clients. Additionally, through the recently launched Andersen Institute for Finance and Economics, which we refer to as the Institute, we provide critical thought leadership regarding far-reaching topics such as technological innovation, climate change and decarbonization, rising levels of public debt and geopolitical developments.

Our Integrated Services Offerings

Since our founding, our strategy has been to build the firm as a platform that seamlessly meets the tax and business needs of individuals and family offices, businesses and institutional clients. Our teams build long-term, trusted client relationships by delivering solutions that are both technically sophisticated and, most importantly, practical. Our primary services presently include:

• Private Client Services. We serve as trusted advisors to some of the world’s most affluent families, family offices and high-net-worth individuals, addressing complex matters involving multigenerational wealth, charitable giving and trust and estate planning.

• Business Tax Services. We help business enterprises manage their tax planning, compliance and reporting needs. Specifically, through our Business Tax Services practice, we offer the following services:

• M&A Transaction Services. We support clients by advising on tax-efficient deal structures, reviewing quality of earnings reports, conducting tax due diligence and developing negotiation strategies that help preserve, enhance and create value during the transaction lifecycle.

• State and Local Tax Services (SALT). Our nationwide SALT practice supports clients with state income tax planning and compliance, tax controversy, sales and use tax advisory, property tax advisory and unclaimed property and escheat services.

• International Tax Services (ITS). Our ITS practice helps multinational enterprises navigate the complexities of cross-border operations as their business models and supply chains evolve.

• Tax Technology Automation (TTA). Our nationwide TTA practice assists enterprises with designing, developing and implementing technology platforms and information services to manage their tax functions more efficiently and accurately.

• Alternative Investments. Our alternative services include support with designing fund structures, production of private placement memoranda, fund accounting and administration, and compliance

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requirements for funds, fund managers and investors. Our client base in this sector includes family offices, private equity funds, hedge funds, real estate funds, venture capital funds and funds-of-funds.

• Valuation Services. We provide independent valuation analyses to support clients with their operational objectives and financial reporting requirements, including:

• Tax Valuation. Our tax valuation and related advisory services help clients navigate tax laws and regulations related to asset valuation. We support clients with a variety of transaction-related compliance needs, including equity compensation; taxable reorganizations; purchase price allocations; inventory, real estate, machinery and equipment, intangible asset and goodwill valuations; net operating loss and built-in gains analyses; individual income tax needs such as charitable contributions; and estate and gift taxes.

• Financial Reporting. We help clients comply with important regulatory, market and fiduciary requirements. Our financial reporting services include valuations for business combinations and periodic impairment testing of long-lived assets.

• Fixed Asset and Real Estate Valuation. We provide integrated fixed asset and real estate valuations, with specialized expertise in machinery and equipment valuation, fixed asset reconciliation, cost segregation, real estate valuation and real estate consulting.

• U.S. National Tax Office. Our capabilities are enhanced by our team of dedicated U.S. National Tax (USNT) professionals. Our USNT office is comprised of senior, experienced professionals with deep technical expertise covering areas such as tax analysis, issue development, legislation monitoring and tax controversy. Many of our USNT professionals formerly held senior positions at the Internal Revenue Service (IRS), the U.S. Department of Treasury and leading law firms.

Our ability to deliver these integrated capabilities are further underpinned by our investments in advanced technology platforms and a growing commitment to implementing AI across our service offerings. These investments include software and systems to support our tax and valuation services, as well as a number of strategic alliances with leading third-party AI firms to access proprietary technologies and accelerate innovation across our service lines. In addition, we have entered into collaboration agreements with a number of additional firms offering distinctive AI solutions, further enhancing our ability to deliver market-leading capabilities and thought leadership to clients around the world. Our use of AI extends beyond our delivery of services to our clients and reaches how we operate our own business. For example, we are leveraging an AI platform to review due diligence materials, streamline process management and assist in contract negotiations in connection with our acquisition strategy.

Industry Background and Market Opportunity

Demand for our services is driven by several ongoing trends, including:

• Increasingly complex operating environment creating greater financial and operational uncertainty. Substantial movements of capital and talent are impacting how wealth and business strategies are formulated. According to the United Nations World Investment Report, foreign direct investment inflows over the past decade have averaged more than $1.5 trillion per year, creating an increasingly broad web of cross-border connections that have increased operational complexity. These flows of capital and talent have heightened operational risk, financial risk and complexity for investors and businesses. These challenges are exacerbated by shifts in geopolitical interests; trade policies, including tariffs; and migration patterns that have injected additional uncertainty into the business environment.

• Frequent changes to tax policy and legislation that require organizations to regularly adapt business practices. As nations struggle to address fiscal challenges brought about by macro trends such as aging populations, digitization and climate change, the pressure on tax policy to generate sufficient revenue has increased significantly. As a result, in many countries, governments have focused on devising myriad revisions to tax laws, placing increasingly onerous tax compliance burdens on investors and businesses. Many organizations are finding it difficult to meet the challenges of ongoing compliance.

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As a result, individuals and organizations require the services of a trusted firm to monitor and adapt to changes in tax policy.

• Limited internal organizational capabilities to manage a changing environment. Organizations are increasingly struggling to source the talent needed to manage the demands of a changing operating environment, a trend exacerbated by a shortage of qualified financial experts, including CPAs. According to the Bureau of Labor Statistics, in the United States over 340,000 CPAs left the profession between 2019 and 2023, creating staffing challenges for the many organizations that rely on accounting experts.

• Convergence of finance, tax and legal matters require integrated client solutions. Finance, tax and legal matters are converging at an accelerating pace. This convergence means that many investors and businesses are seeking to engage a single firm, or a “one-stop shop,” that offers an integrated set of service offerings. This is particularly the case for corporate transactions, which may involve financial valuation, tax optimization and compliance with relevant corporate laws, as well as centralized coordination.

• Independence and regulatory challenges that prevent service providers from effectively supporting clients. Despite growing demand for integrated services offerings, many larger providers, particularly those who offer audit and attestation services, often face both regulatory and independence challenges, which prevent them from providing a broader suite of services. These restrictions, combined with conflicts-of-interest concerns, limit the ability of audit firms to fully support their clients. This creates a further hurdle for many companies to obtain specialized expertise needed to address complex tax and financial matters.

Given these industry trends, we believe our ability to deliver a comprehensive range of offerings positions us well to address a significant and growing market opportunity. According to IBISWorld’s Analysis of Tax Advisory Services, the tax advisory services market alone represented an annual opportunity in the United States of $60 billion in 2024.

Beyond this core market opportunity, our broader financial advisory services offerings, particularly in valuation and financial reporting services, provide immediate additional avenues for further growth. According to IBISWorld, the combined annual market for broader non-audit related financial advisory and valuation services in the United States was $44 billion in 2024. In addition to these opportunities, we believe our expansion into broader consulting services via our relationship with Andersen Consulting will provide the opportunity to unlock significant new market opportunities to continue to grow our business. According to IBISWorld, the annual market for consulting services, including corporate strategy, organizational design, process and operations management, among others, represented a combined opportunity of $392 billion in 2024 in the United States alone.

Our Growth Strategies

We believe we are in the early stages of addressing our substantial market opportunity and we intend to execute on several growth strategies, including:

• Expand work with existing clients. We intend to continue expanding our relationships with existing clients. Our core values of client service and collaboration have yielded a track record of expanding work with clients after an initial engagement. For example, since the commencement of their respective engagements with us, our ten largest client groups in 2024 have grown their aggregate contribution to our revenue by 5.3 times. The number of client groups that had a minimum annual spend of over $250,000 grew from 524 to 629 from 2023 to 2024. We intend to continue to seek opportunities to expand relationships with existing clients.

• Attract new high-quality clients. As of June 30, 2025, we had over 11,300 client groups and over 20,600 client engagements, and we believe we have a significant opportunity to continue to further expand our client base. We have established ourselves as a leader within the tax and financial advisory sectors in the United States and believe our strong reputation for service excellence, our highly skilled multidisciplinary

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teams and our integrated cross-functional capabilities will continue to position us to win new clients going forward. We intend to invest in marketing initiatives to further strengthen our brand awareness among potential clients, providing us with additional opportunities to attract new clients.

• Expand and add new service offerings. We believe our strong reputation will help us to significantly expand the scope and scale of our service offerings, with near-term opportunities in areas including consulting, investment banking, global mobility and international legal services. We believe our relationship with Andersen Consulting will enable us to rapidly scale our ability to offer a broader range of consulting services globally.

• Inorganic growth opportunities. We intend to continue to pursue potential acquisitions of complementary businesses where we believe there is a strong cultural fit, as evidenced by alignment with our core values. While we will continue to be selective in our approach to acquisitions, we believe there is a strong pipeline of inorganic opportunities, particularly as we look to expand our geographic footprint and consulting practice, both domestically and internationally.

• Expand business internationally. We intend to continue leveraging the Andersen brand’s strong global recognition and association with the highest standards of professionalism and service excellence to open new opportunities outside the United States.

Summary of Principal Risks Affecting our Business

Investing in our Class A common stock involves risk. You should carefully consider all the information in this prospectus prior to investing in our Class A common stock. These risks are discussed more fully in the section titled “Risk Factors.” These risks and uncertainties include, but are not limited to, the following:

• We may not be able to maintain or increase our historical revenue growth or profitability in the future.

• Our business depends on generating and maintaining client demand, including through the adaptation and expansion of our services, and a significant reduction in such demand could materially affect our results of operations.

• We may be unable to effectively manage our growth, which could place significant strain on key personnel, as well as our systems and other resources.

• We may not be successful at integrating or managing future acquisitions.

• Our competitiveness and success depend substantially on the continuing efforts of our CEO and Chairman, Mark Vorsatz, our senior Managing Directors and other key personnel.

• If we cannot maintain our firm culture as we grow and become a public company, our success and our business may be harmed.

• Failure to maintain our reputation and brand could impact our ability to attract and retain clients, employees and future acquisition targets, and may harm our business.

• Our ability to staff client engagements, maintain relationships with clients and drive future growth depends on our ability to recruit, train and retain qualified professionals.

• If we were to be held liable for alleged errors, omissions, illegal practices or other misconduct in providing our services to clients, our brand and reputation could be harmed.

• We may enter into or invest in new lines of business or engage in other strategic initiatives that may fail to generate revenue and result in additional risks to our business.

• If we fail to compete effectively, we may miss business opportunities or lose existing clients, and our revenue may decline.

• We may experience quarterly fluctuations in our operating results, as well as our key metrics, due to a number of factors that make our future results difficult to predict and could cause our operating results to fall below market expectations or guidance we may provide.

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• Rapid technological changes, including the widespread adoption of AI, could significantly impact our competitive position, client relationships and results of operations.

• We may face legal, reputational and financial risks relating to cybersecurity incidents or attacks affecting us.

• We have identified material weaknesses in our internal control over financial reporting. If our remediation of such material weaknesses is not effective, or if we experience additional material weaknesses in the future or otherwise fail to develop and maintain effective internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired.

• Our principal asset is our interest in AT Umbrella LLC and, accordingly, we depend on distributions from AT Umbrella LLC to pay our taxes and expenses, including payments under the Tax Receivable Agreement, which distributions AT Umbrella LLC may be restricted from making.

• The dual-class structure of our common stock has the effect of concentrating voting control with Aggregator, which will hold in the aggregate  % of the combined voting power of our outstanding capital stock following the completion of this offering. This ownership will limit or preclude your ability to influence corporate matters, including the election of directors, amendments of our organizational documents, and any major corporate transaction requiring stockholder approval, including change of control transactions.

Organizational Structure

This offering is being conducted through what is commonly referred to as an umbrella partnership C corporation (UP-C) structure, which is often used by partnerships and limited liability companies when they decide to undertake an initial public offering. The UP-C structure provides tax benefits and associated cash flow to the issuer corporation and the existing owners of the partnership or limited liability company in the initial public offering.

Andersen Group Inc. is a holding company and, immediately after the consummation of the reorganization transactions described in this prospectus and this offering, our sole material asset will be our indirect ownership interests in Andersen Tax Holdings LLC through our ownership of approximately   % of the Class X Umbrella Units in AT Umbrella LLC. Andersen Tax Holdings LLC in turn will own all ownership interests in Andersen Tax LLC. Currently, Andersen Tax Holdings LLC is indirectly wholly owned by current and former Managing Directors and related persons. Prior to the completion of this offering, we intend to complete an internal reorganization through a series of transactions, which we refer to as the “reorganization transactions.” Immediately following this offering and the related reorganization transactions, the holders of our Class A common stock will collectively own 100% of the economic interests in Andersen Group Inc. and have   % of the voting power of Andersen Group Inc. Aggregator will own the remaining   % of the voting power of Andersen Group Inc. through ownership of 100% of the outstanding shares of our Class B common stock. Aggregator is a Delaware limited liability company owned and controlled by the Managing Directors and related persons who, prior to the reorganization transactions, are the existing indirect owners of Andersen Tax Holdings LLC.

After the offering, Andersen Group Inc. will own approximately   % of the Class X Umbrella Units in AT Umbrella LLC, which in turn will own 100% of the common units of Andersen Tax Holdings LLC. Aggregator will own the remaining   % of the Class X Umbrella Units in AT Umbrella LLC, which will be redeemable at the election of Aggregator or its members for shares of our Class A common stock or, at Andersen Group Inc.’s election, for cash (based on the volume-weighted average market price of our Class A common stock), and such exchange, at Andersen Group Inc.’s election, may be effected as a direct exchange of cash or Class A common stock for Class X Umbrella Units (and the cancellation of paired shares of Class B common stock) in lieu of such

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redemption. Upon such exchange, an equivalent number of shares of Class B common stock will be cancelled. In connection with the exchange of Aggregator LTIP Units for Class X Aggregator Units prior to a redemption of such Class X Aggregator Units, Aggregator may exchange its vested LTIP Units corresponding to such Aggregator LTIP Units for a number of Class X Umbrella Units equal to the amount to which Aggregator would be entitled to receive on account of such LTIP Units if the fair market value of AT Umbrella LLC (as reasonably determined by the managing member of AT Umbrella LLC) was distributed to the members in liquidation of AT Umbrella LLC divided by the amount to which we would be entitled to receive on account of one Class X Umbrella Unit if the fair market value of AT Umbrella LLC (as reasonably determined by the managing member of AT Umbrella LLC) was distributed to the members in liquidation of AT Umbrella LLC.

Andersen Group Inc.’s only business will be acting as the sole manager of AT Umbrella LLC and, in that capacity, we will operate and control all of the business and affairs of AT Umbrella LLC and we will consolidate the financial results of AT Umbrella LLC and its subsidiaries, including Andersen Tax Holdings LLC and Andersen Tax LLC.

The following diagram depicts Andersen Tax Holdings LLC’s organizational structure prior to the reorganization transactions. This chart is provided for illustrative purposes only and does not purport to represent all legal entities within Andersen Tax Holdings LLC organizational structure.

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The following diagram depicts what our organizational structure will be immediately after the completion of this offering and the related reorganization transactions.

(1) Because Andersen Group Inc. has a controlling interest in AT Umbrella LLC under GAAP due to our position as its sole managing member, we will consolidate the financial results of AT Umbrella LLC.

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For more information regarding our historical organizational structure and the reorganization transactions, see the section titled “Organizational Structure.” Unless otherwise stated or the context otherwise requires, all information in this prospectus reflects the consummation of the reorganization transactions and this offering.

Channels for Disclosure of Information

Following the completion of this offering, we intend to announce material information to the public through filings with the Securities and Exchange Commission (SEC), the investor relations page on our website, press releases, public conference calls, public webcasts, and our LinkedIn feed.

Any updates to the list of disclosure channels through which we will announce information will be posted on the investor relations page on our website.

Controlled Company Status

Immediately after this offering, assuming an offering size as set forth on the cover page of this prospectus, Aggregator will own approximately  % of the combined voting power of our outstanding capital stock (or  % of the combined voting power of our outstanding capital stock if the underwriters exercise their over-allotment option to purchase additional shares in full) through its ownership of all of our Class B common stock. Aggregator will therefore have the ability to determine all matters requiring approval by our stockholders, including the election of our directors, amendment of our governing documents, and approval of certain major corporate transactions. Because Aggregator will control a majority of the voting power of our outstanding capital stock, Andersen Group Inc. will be a “controlled company” within the meaning of the corporate governance standards of the NYSE, and therefore we will be permitted to, and we intend to, elect not to comply with certain corporate governance requirements thereunder. See the section titled “Management—Controlled Company Status.”

Corporate and Other Information

Andersen Group Inc. was formed as a Delaware corporation in April 2025. Prior to this offering, Andersen Group Inc. had no material assets and has not engaged in any business or other activities except in connection with the reorganization transactions and this offering. After the completion of this offering, Andersen Group Inc. will be the managing member of Andersen Tax Holdings LLC, which was originally organized under the name WTAS Holdings LLC in December 2007 in connection with a management buyout transaction from HSBC USA Inc. Andersen Tax Holdings LLC owns the main operating entity, Andersen Tax LLC. Andersen Tax LLC was previously known as WTAS LLC, which was the successor entity to Wealth and Tax Advisory Services, Inc., which was founded in 2002. In 2014, we acquired the rights to the Andersen trademarks and rebranded ourselves as Andersen Tax Holdings LLC and Andersen Tax LLC. Our principal executive offices are located at 333 Bush Street, Suite 1700, San Francisco, California 94104. Our telephone number is (415) 764-2700. Our website address is www.andersen.com. The information contained on, or that can be accessed through, our website is not incorporated by reference into this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference only, and you should not consider any information contained on, or that can be accessed through, our website as part of this prospectus.

“Andersen” and the “Door” logo, and other trademarks or service marks of Andersen Group Inc. appearing in this prospectus are the property of Andersen Group Inc. or Andersen Tax LLC. This prospectus contains additional trade names, trademarks, and service marks of others, which are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ^® or ^™ symbols.

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Implications of Being an Emerging Growth Company

We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act). An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

• a requirement to have only two years of audited financial statements and only two years of related selected financial data and management’s discussion and analysis of financial condition and results of operations disclosure;

• an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;

• an exemption from implementation of new or revised financial accounting standards until they would apply to private companies and from compliance with any new requirements adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation;

• reduced disclosure obligations regarding executive compensation arrangements; and

• no requirement to seek nonbinding advisory votes on executive compensation or golden parachute arrangements.

We may take advantage of some or all these provisions until we are no longer an emerging growth company. We will remain an emerging growth company until the earlier to occur of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which our annual gross revenue is $1.235 billion or more, or (c) in which we are deemed to be a “large accelerated filer,” under the rules of the SEC, which means the market value of our equity securities that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

We have elected to take advantage of the extended transition period to comply with new or revised accounting standards and to adopt certain of the reduced disclosure requirements available to emerging growth companies. As a result of the accounting standards election, we will not be subject to the same implementation timing for new or revised accounting standards as other public companies that are not emerging growth companies, which may make comparison of our financials to those of other public companies more difficult. In addition, the information that we provide in this prospectus may be different than the information you may receive from other public companies in which you hold equity interests. Further, it is possible that some investors will find our Class A common stock less attractive as a result of these elections, which may result in a less active trading market for our Class A common stock and higher volatility in our stock price.

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The Offering

Class A common stock offered by us      shares

Underwriters’ over-allotment option of Class A common stock offered by us      shares

Class A common stock to be outstanding immediately after this offering    shares (or    shares if all outstanding Class X Umbrella Units held by Aggregator were exchanged for a corresponding number of newly issued shares of Class A common stock).

If the underwriters exercise their over-allotment option in full,    shares (or    if all outstanding Class X Umbrella Units held by Aggregator were exchanged for a corresponding number of newly issued shares of Class A common stock) would be outstanding.

Class B common stock to be outstanding immediately after this offering      shares

Total Class A common stock and Class B common stock to be outstanding immediately after this offering      shares

Voting power held by holders of Class A common stock after giving effect to this offering    % (or    % if all outstanding Class X Umbrella Units held by Aggregator were exchanged for a corresponding number of newly issued shares of Class A common stock).

Voting power held by holders of Class B common stock after giving effect to this offering and the reorganization transactions    % (or    % if all outstanding Class X Umbrella Units held by Aggregator were exchanged for a corresponding number of newly issued shares of Class A common stock).

Voting rights Each share of our Class A common stock entitles its holder to one vote per share, representing an aggregate of    % of the combined voting power of our outstanding capital stock upon the completion of this offering and the application of the net proceeds from this offering (or   % if the underwriters exercise their over-allotment option in full).

Each share of our Class B common stock entitles its holder to ten votes per share, representing an aggregate of    % of the combined voting power of our outstanding capital stock upon the completion of this offering and the application of the net proceeds from this offering (or    % if the underwriters exercise their over-allotment option in full).

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All classes of our common stock with voting rights generally vote together as a single class on all matters submitted to a vote of our stockholders. See the section titled “Description of Capital Stock.”

Use of proceeds We estimate that the net proceeds from this offering will be approximately $    million (or approximately $    million if the underwriters exercise their over-allotment option in full), assuming an initial public offering price of $    per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions. All of the offering expenses for this offering (other than the underwriting discounts and commissions) will be paid for or otherwise borne by AT Umbrella LLC.

We currently intend to use the net proceeds from this offering (including net proceeds received if the underwriters exercise their over-allotment option in full) to acquire a number of newly issued Class X Umbrella Units equal to the number of shares of Class A common stock issued in this offering from AT Umbrella LLC, at a purchase price per Class X Umbrella Units equal to the initial public offering price of Class A common stock after deducting underwriting discounts and commissions. We currently intend to cause AT Umbrella LLC to use the proceeds it receives from the sale of Class X Umbrella Units to us to pay fees and expenses in connection with this offering and the reorganization transactions and for other general corporate purposes. We also intend to cause AT Umbrella LLC to use the net proceeds for investments in technology, infrastructure, training and potential strategic acquisitions of, or investments in, other businesses or technologies that we believe will complement our current business and expansion strategies, although we do not currently have any agreements or commitments for any specific material acquisitions or investments. See the section titled “Use of Proceeds” for additional information.

Controlled company status Immediately after this offering, assuming an offering size as set forth on the cover page of this prospectus, Aggregator will own approximately    % of the combined voting power of our outstanding capital stock (or    % of the combined voting power of our outstanding capital stock if the underwriters exercise their over-allotment option in full). Aggregator will therefore have the ability to determine all matters requiring approval by stockholders, including the election of directors, amendment of our governing documents and approval of major corporate transactions. Because Aggregator will control a majority of the voting power of our outstanding capital stock, Andersen Group Inc. will be a “controlled company” within the meaning of the corporate governance standards of the NYSE, and therefore we will be permitted to, and we intend to, elect not to comply with certain corporate governance requirements thereunder. See the section titled “Management—Controlled Company Status.”

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Exchange rights of holders of Class X Umbrella Units. Aggregator or its members may redeem Class X Umbrella Units for shares of Class A common stock on a one-for-one basis or, at Andersen Group Inc.’s election, for cash (based on the volume-weighted average market price of our Class A common stock). An equivalent number of shares of Class B common stock will be cancelled. In connection with the exchange of Aggregator LTIP Units for Class X Aggregator Units prior to a redemption of such Class X Aggregator Units, Aggregator may exchange its vested LTIP Units corresponding to such Aggregator LTIP Units for a number of Class X Umbrella Units equal to the amount to which Aggregator would be entitled to receive on account of such LTIP Units if the fair market value of AT Umbrella LLC (as reasonably determined by the managing member of AT Umbrella LLC) was distributed to the members in liquidation of AT Umbrella LLC divided by the amount to which we would be entitled to receive if the fair market value of AT Umbrella LLC (as reasonably determined by the managing member of AT Umbrella LLC) was distributed to the members in liquidation of AT Umbrella LLC on account of one Class X Umbrella Unit. See the section titled “Organizational Structure—Redemption Rights.”

Tax receivable agreement Andersen Group Inc. will enter into the Tax Receivable Agreement with Aggregator as of immediately prior to or concurrent with the reorganization transactions, which will require us to pay to certain holders of Class X Umbrella Units who are or may become parties to the Tax Receivable Agreement (the TRA Parties) from time to time 85% of the amount of tax benefits, if any, that we actually realize (or in some circumstances that we are deemed to realize) as a result of (i) any increase in tax basis in the assets of AT Umbrella LLC and its flow-through subsidiaries resulting from purchases of Class X Umbrella Units from such Class X Umbrella Unit holders with the proceeds of this offering or exchanges of Class X Umbrella Units for shares of our Class A common stock or cash in the future; and (ii) certain other tax benefits related to our entering into the Tax Receivable Agreement, including tax benefits attributable to payments that we make under the Tax Receivable Agreement. See the section titled “Organizational Structure—Tax Receivable Agreement.”

Dividend policy We do not expect to pay any dividends or other distributions on our Class A common stock in the foreseeable future. Holders of our non-economic Class B common stock are not entitled to participate in any cash dividends declared by our board of directors. Following this offering and subject to funds being legally available, we intend to cause AT Umbrella LLC to make distributions to Andersen Group Inc., the other Class X Umbrella Unit holders and the LTIP Unit holders in an amount at least sufficient to allow us, the other Class X Umbrella Unit holders and the LTIP Unit holders to pay all applicable taxes and (in our case) to make payments under the Tax Receivable Agreement. See the section titled “Dividend Policy.”

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Risk factors See the section titled “Risk Factors” for a discussion of factors you should carefully consider before deciding to invest in our Class A common stock.

Directed share program At our request, the underwriters have reserved up to 7% of the shares of our Class A common stock offered by this prospectus for sale, at the initial public offering price, to our non-employee directors and certain other individuals and entities identified by us. The sales will be made at our direction by Morgan Stanley & Co. LLC and its affiliates through a directed share program. If purchased by members of our board of directors, these shares will be subject to a 180-day lock-up restriction. We do not know if these parties will choose to purchase all or any portion of these reserved shares, but the number of shares of our Class A common stock available for sale to the general public will be reduced to the extent these individuals purchase such reserved shares. Any reserved shares that are not so purchased will be offered by the underwriters to the general public on the same terms as the other shares offered by this prospectus. See the section titled “Underwriters—Directed Share Program” for additional information.

Proposed NYSE trading symbol “ANDG”

The number of shares of our Class A common stock to be outstanding after this offering is based on the membership interests of AT Umbrella LLC outstanding as of June 30, 2025 and, after giving effect to the reorganization transactions, excludes:

•    shares of Class A common stock reserved for future issuance under our 2025 Equity Incentive Plan, which we intend to adopt prior to the completion of this offering; and

•    shares of Class A common stock reserved for issuance upon the redemption or exchange of Class X Umbrella Units (together with corresponding shares of our Class B common stock).

Our 2025 Equity Incentive Plan will also provide for automatic annual increases in the number of shares reserved under this plan, as more fully described in the section titled “Executive Compensation—Equity Incentive Plans.”

Unless otherwise indicated, this prospectus reflects and assumes the following:

• an initial public offering price of $   per share, the midpoint of the price range set forth on the cover page of this prospectus;

• the completion of the reorganization transactions described under the section titled “Organizational Structure;”

• no LTIP Units or Aggregator LTIP Units are outstanding following the reorganization transactions and the completion of this offering;

• the filing and effectiveness of our amended and restated certificate of incorporation in Delaware and the adoption of our amended and restated bylaws, each of which will occur immediately prior to the completion of this offering; and

• no exercise by the underwriters of their over-allotment option.

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SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

The following tables present the summary consolidated financial and other data for Andersen Tax Holdings LLC and its subsidiaries, and the summary pro forma condensed consolidated financial and other data for Andersen Group Inc. for the periods and at the dates indicated. Andersen Group Inc. is a holding company, and, immediately following this offering, its sole material asset will be its indirect ownership interests in Andersen Tax Holdings LLC through its ownership of approximately   % of the Class X Umbrella Units in AT Umbrella LLC, which in turn will own all ownership interests in Andersen Tax LLC. As the managing member of AT Umbrella LLC, Andersen Group Inc. will operate and control all of the business and affairs of AT Umbrella LLC and its subsidiaries, including Andersen Tax Holdings LLC and Andersen Tax LLC.

The summary consolidated statements of income data presented below for the years ended December 31, 2023 and 2024 and the six months ended June 30, 2025 and 2024 and the summary condensed consolidated balance sheet data presented below as of June 30, 2025 has been derived from the consolidated financial statements of Andersen Tax Holdings LLC and its subsidiaries included elsewhere in this prospectus.

The summary consolidated financial and other data of Andersen Group Inc. has not been presented because Andersen Group Inc. is a newly incorporated entity, has had no business transactions or activities to date and had no assets or liabilities during the periods presented in this section.

When you read this summary consolidated financial data, it is important that you read it together with the consolidated financial statements of Andersen Tax Holdings LLC and its subsidiaries and the related notes included elsewhere in this prospectus, as well as the sections of this prospectus titled “Capitalization,” “Organizational Structure,” “Unaudited Pro Forma Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The summary unaudited pro forma combined and consolidated financial data of Andersen Group Inc. presented below has been derived from the unaudited pro forma combined and consolidated financial statements included elsewhere in this prospectus. The summary unaudited pro forma condensed combined and consolidated income statement data for the year ended December 31, 2024 and the six months ended June 30, 2025 gives effect to (i) the reorganization transactions and (ii) this offering as if they had occurred on January 1, 2024. The summary unaudited pro forma condensed consolidated balance sheet data as of June 30, 2025 gives effect to (i) the reorganization transactions and (ii) this offering as if they had occurred on June 30, 2025. The following summary unaudited combined and consolidated pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the relevant transactions had been consummated on the dates indicated, nor is it indicative of future operating results or financial position.

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	Andersen Tax Holdings LLC												Pro Forma Andersen Group Inc.
	Year Ended December 31,						Six Months Ended June 30,						Year Ended December 31,		Six Months Ended June 30,
	2024			2023			2025			2024			2024		2025
							(unaudited)						(unaudited)
	(in thousands)
Consolidated Income Statements Data:
Revenue	$	731,593		$	639,111		$	384,058		$	341,565		$		$
Operating expenses:
Cost of services (excluding depreciation and amortization)		461,777			399,900			343,206			224,786
Sales, general and administrative		131,947			114,661			89,241			67,903
Depreciation and amortization		8,325			7,691			4,131			4,105
Total operating expenses(1)		602,049			522,252			436,578			296,794
Operating (loss)/income		129,544			116,859			(52,520	)		44,771
Interest income		4,524			2,660			2,230			1,900
Interest expense		(64	)		(138	)		(247	)		(32	)
Other income, net		3,192			1,559			2,293			1,084
(Loss) / income before income tax expense / (benefit)		137,196			120,940			(48,244	)		47,723
Income tax expense / (benefit)		2,395			2,257			(2,837	)		833
Net (loss)/income	$	134,801		$	118,683		$	(45,407	)	$	46,890		$		$

(1) Includes $104.5 million of non-cash equity-based compensation expense in cost of services and $25.1 million in sales, general and administrative expense during the six months ended June 30, 2025.

	As of June 30, 2025
			Andersen Group Inc.
	Andersen Tax Holdings LLC Actual		Pro Forma(1)		Pro Forma As Adjusted(2)
	(unaudited)
	(in thousands)
Consolidated Balance Sheets Data:
Cash and cash equivalents	$	78,945	$		$
Working capital(3)		145,666
Accounts receivable, net of allowance for credit losses		155,497
Investments in held-to-maturity debt securities		11,287
Total assets		412,642
Total liabilities		214,291
Total members’ equity/stockholders’ equity		198,351

(1) Pro forma consolidated balance sheet data gives effect to the distributions planned and paid after the latest balance sheet date but prior to the completion of this offering described in the section titled “Unaudited Pro Forma Financial Information” and the reorganization transactions, including the issuance of the Member Notes, CA Notes and HO Note, described in the section titled “Organizational Structure,” as though the transactions were consummated on June 30, 2025. The aggregate principal amount of the Member Notes and CA Notes is subject to a true-up mechanism following the issuance of these notes to reflect the final calculation of the amount of the related capital accounts, which must be determined on or before December 31, 2025. As a result, the amount of promissory notes could increase or decrease to reflect the aggregate amount of the true-up adjustments.

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(2) The pro forma as adjusted column reflects the pro forma adjustments set forth in (1) and also gives effect to the sale and issuance of      shares of our Class A common stock in this offering, based upon the assumed initial public offering price of $     per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions, and the application of the proceeds therefrom as described in the section titled “Use of Proceeds.” The pro forma as adjusted information set forth above is illustrative only and will change based on the actual initial public offering price and other terms of this offering determined at pricing. Each $1.00 increase or decrease in the assumed initial public offering price of $     per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, pro forma as adjusted cash and cash equivalents, total assets and total members’ equity/stockholders’ equity by approximately $     million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions. We may also increase or decrease the number of shares we are offering. A 1.0 million share increase or decrease in the number of shares offered by us would increase or decrease, as applicable, pro forma as adjusted cash and cash equivalents, total assets and total members’ equity/stockholders’ equity by approximately $     million, assuming that the assumed initial offering price to the public remains the same, and after deducting underwriting discounts and commissions.

(3) We define working capital as current assets less current liabilities. See the consolidated financial statements of Andersen Tax Holdings LLC and its subsidiaries and the related notes included elsewhere in this prospectus for further details regarding current assets and current liabilities.

Non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income, collectively, to help us evaluate our business. We believe that EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income Margin enhance an investor’s understanding of our financial and operating performance from period to period, because they exclude certain items relating to income tax expense, interest, and depreciation and amortization which are not reflective of our ongoing operations and performance. We believe Adjusted Net Income enhances an investor’s understanding of our financial and operating performance because it excludes certain items relating to certain transaction costs which are not reflective of our ongoing operations and performance. In addition, management believes EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income and Adjusted Net Income Margin are measures commonly used by investors to evaluate companies in the professional services industry. However, there are limitations to the use of these non-GAAP financial measures as analytical tools and they should not be considered in isolation or as a substitute for other financial measures calculated and presented in accordance with GAAP and may not be comparable to similarly titled non-GAAP measures used by other companies. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for additional information and reconciliations of our non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with GAAP.

The following table summarizes non-GAAP financial measures (along with the most directly comparable GAAP measures) for the periods indicated:

	Six Months Ended June 30,						Year Ended December 31,
	2025			2024			2024			2023
	(unaudited)
	($ in thousands)
Net (Loss)/Income	$	(45,407	)	$	46,890		$	134,801		$	118,683
Adjusted Net Income (unaudited)		87,544			46,890			136,394			118,683
EBITDA (unaudited)		(46,096	)		49,960			141,061			126,109
Adjusted EBITDA (unaudited)		86,855			49,960			142,654			126,109
Revenue		384,058			341,565			731,593			639,111
Net (Loss)/Income Margin (unaudited)		(11.8	%)		13.7	%		18.4	%		18.6	%
Adjusted EBITDA Margin (unaudited)		22.6	%		14.6	%		19.5	%		19.7	%
Adjusted Net Income Margin (unaudited)		22.8	%		13.7	%		18.6	%		18.6	%

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RISK FACTORS

Investing in our Class A common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together with all of the other information in this prospectus, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes included elsewhere in this prospectus before deciding whether to invest in shares of our Class A common stock. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of or that we deem immaterial may also become important factors that adversely affect our business. If any of the following risks actually occur, our business, financial condition, liquidity, operating results, and prospects could be materially and adversely affected. In that event, the market price of our Class A common stock could decline, and you could lose part or all of your investment.

Risks Related to Our Business, Operations and Industry

We may not be able to maintain or increase our historical revenue growth or profitability in the future.

We generated $731.6 million and $639.1 million of revenue in 2024 and 2023, respectively, and $384.1 million for the six months ended June 30, 2025 compared to $341.5 million for the six months ended June 30, 2024, with a CAGR of 15% since 2003, the first full fiscal year following our formation, through 2024. We also had net income of $134.8 million and $118.7 million in 2024 and 2023, respectively, and a net loss of $(45.4) million for the six months ended June 30, 2025 compared to net income of $46.9 million for the six months ended June 30, 2024, driven primarily by issuance of new profits interest units in the second quarter of 2025. Our ability to maintain or increase our historical revenue growth or profitability depends on our ability to continue to generate and maintain client demand in the professional services industry, as well as to anticipate, gauge, and react to changing client preferences in a timely manner. You should not rely on the revenue growth or profitability of any prior quarterly or annual period as an indication of our future performance. Even if our revenue continues to increase, we expect that our revenue growth rate will fluctuate in the future as a result of a variety of factors and our profitability may not be maintained. We have encountered and will continue to encounter significant risks and uncertainties frequently experienced by growing companies. If our assumptions regarding these and other similar risks and uncertainties are incorrect or change, or if we do not address these challenges successfully, our operating and financial results could differ materially from our expectations and our business could suffer. If we are unable to remain competitive, or if we fail to anticipate accurately and respond to trends and shifts in client needs, we could lose current clients, fail to attract new clients, or experience lower revenue or net income, any of which could have an adverse effect on our results of operations and financial condition.

Our business depends on generating and maintaining client demand, including through the adaptation and expansion of our services, and a significant reduction in such demand could materially affect our results of operations.

The professional services industry has been and continues to be impacted by significant competition, technological changes and innovation. Our success depends, in part, on our ability to continue to develop and implement service offerings that anticipate and respond to rapid and continuing changes to serve the evolving needs of our clients and to remain competitive. As we continue to adapt and also expand our service offerings, including to keep up with advanced technologies being deployed by our competitors, we may be exposed to operational, legal, regulatory, ethical, technological and other risks, which may negatively affect demand for our services.

Developments in the professional services industry, which may be rapid, also could shift demand to new services. If, as a result of new technologies or other changes, our clients demand new services, we may be less competitive in these new areas or need to make significant investment to meet that demand. If we do not sufficiently invest in new technology and adapt to industry developments, or evolve and expand our service

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offerings at sufficient speed and scale, or if we do not make the right strategic investments to respond to these developments and successfully drive innovation, our services, results of operations, and ability to develop and maintain a competitive advantage and to execute on our growth strategy could be adversely affected. See the risk factor titled “—Risks Related to Information Technology, Infrastructure and Intellectual Property—Rapid technological changes, including the widespread adoption of AI, could significantly impact our competitive position, client relationships and results of operations.”

We may be unable to effectively manage our growth, which could place significant strain on key personnel, as well as our systems and other resources.

Our growth in recent years has been both organic and through acquisitions, and we expect this growth to continue, including through acquisitions, as we execute on our business strategy. This growth requires that we invest substantial amounts of cash in human capital and the infrastructure to support them, including recruiting, training, administration, and facilities. Significant and/or rapid growth places substantial strain on our key personnel and our administrative, operational and financial infrastructure, and creates challenges, including:

• recruiting, training and retaining sufficiently skilled professionals and other personnel;

• balancing headcount with client requirements;

• balancing an increase in the number of experienced personnel that have correspondingly higher billing rates with hiring, training, and deploying less experienced personnel;

• planning and maintaining resource utilization rates consistently and efficiently;

• maintaining our culture;

• developing and maintaining close and productive relationships with potential and existing clients;

• controlling costs and minimizing cost overruns and project delays;

• effectively maintaining productivity levels and implementing process improvements during periods of uneven client demand; and

• scaling and improving our information security and internal administrative, operational and financial infrastructure.

As we grow, whether through introducing new services, entering into new markets and client relationships, pursuing acquisitions or other inorganic growth opportunities or otherwise, our business will face new risks and challenges. If the challenges associated with expansion and new investments negatively impact our anticipated growth and margins, or if we are unable to effectively manage the human capital and infrastructure challenges related to such growth, our business, prospects, financial condition and results of operations could be materially adversely affected.

We may not be able to identify and complete acquisitions of additional businesses, including due to regulatory or legal restrictions, which may limit our ability to pursue our business strategy.

Our business strategy involves the acquisition of additional businesses that we believe will strategically complement our existing business. These activities will require us to identify suitable acquisition candidates or other strategic investment opportunities that meet our criteria and are compatible with our growth strategy and culture. We expect to incur significant costs in connection with our acquisition strategy, including fees of our attorneys and other advisors and other costs related to the acquisitions.

We may be unable to identify suitable acquisition candidates in the future or acquire them on acceptable terms, or at all. For example, while we are leveraging an AI platform to review due diligence materials, streamline process management and assist in contract negotiations in connection with our acquisition strategy, we may not be effective in using AI tools to identify and complete acquisitions and such tools may not have the intended effect of improving transaction management or identification of risks. Our ability to acquire businesses on favorable terms may be constrained by a number of factors, including competition from other potential

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acquirors with significantly more resources than us; regulatory or legal restrictions such as antitrust challenges, foreign investment restrictions, and applicable labor law; changes in market conditions; or otherwise; which may result in higher expenses incurred without benefiting from the anticipated revenue growth of any such uncompleted acquisitions and could impede our growth strategy.

We may not be successful at integrating or managing future acquisitions, and/or such acquisitions may not otherwise perform to our expectations, which may increase the costs and reduce the benefits, if any, we receive from such acquisitions.

While acquisitions are a key part of our growth strategy, these transactions involve significant risks. Acquired companies may not advance our business strategy or achieve a satisfactory return on our investment. Acquisitions also may involve a number of financial, business and operational risks, such as difficulties in integrating diverse cultures and management styles; client relationship issues; decreased utilization during the integration process; loss of key existing or acquired personnel; increased costs to improve or coordinate operational, financial and administrative systems; dilutive issuances of equity securities; the assumption of legal liabilities, including malpractice and similar claims; future earn-out payments or other price adjustments; potential future write-offs relating to the impairment of goodwill or other acquired intangible assets or the revaluation of assets; difficulty or inability to collect receivables; and undisclosed liabilities. In addition, we may need to implement controls, processes, and policies appropriate for a public company at acquired companies that may have previously lacked such controls, processes, and policies in areas such as cybersecurity, accounting, internal controls, IT, and privacy. We may also face additional financial, business and operational risks as a result of acquisitions designed to broaden our range of services and related client bases, such as from potential expansion of our relationship with Andersen Consulting. Any of these risks may be heightened in the context of the acquisition of an international business. See the risk factor titled “—Any future international expansion will subject us to additional costs and risks and our plans may not be successful.”

The process of managing and integrating acquisitions into our existing operations may result in unforeseen operating difficulties and may require significant financial, operational and managerial resources that would otherwise be available for the operation, development and organic expansion of our existing operations. In addition, we may seek to consummate multiple concurrent acquisitions which may cause additional integrational difficulties and further strain our resources and capabilities. To the extent that we misjudge our ability to effectively manage and integrate acquisitions, we may have difficulty achieving our operating, strategic and financial objectives.

Certain acquisition structures, including any that take the form of an asset purchase, may require us to enter into new client engagement agreements. All clients may not want to work with a new organization. In certain cases, the consent of clients may not be able to be solicited until after the acquisition has closed and therefore, we cannot assure you that clients of an acquired business will agree to work with us.

From time to time, we also hire groups of selected professionals from another company. In such event, there may be restrictions on the ability of the professionals who join us to compete and work on client engagements. In addition, we may enter into arrangements with the former employers of those professionals regarding limitations on their work until any time restrictions pass. In such circumstances, the utilization of such professionals may be limited after they are hired, and our financial results could be negatively affected until their restrictions end. We could also face litigation risks from group hires, which could result in increased costs, potential significant monetary damages and could further delay or restrict the ability of such new hires to provide services. In addition, businesses that we acquire or employees who join us may not be free to accept engagements they could have accepted prior to our acquisition or hire because of relationship issues or actual or perceived conflicts of interest.

If not effectively managed, the disruption of our ongoing business, increases in our expenses, including significant one-time expenses and write-offs; assumption of unknown liabilities, including tax, litigation, cybersecurity, and other commercial risks; and difficulty and complexity of effectively integrating acquired operations may adversely affect our overall growth and profitability.

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Our competitiveness and success depend substantially on the continuing efforts of our CEO and Chairman, Mark Vorsatz, our senior Managing Directors and other key personnel.

Our future success heavily depends upon the expertise, reputation and continued services of our CEO and Chairman, Mark Vorsatz. If Mr. Vorsatz were no longer working at our company, our brand, reputation, and ability to attract and retain clients, senior Managing Directors and other employees, or to execute on our growth strategy, may be materially adversely affected. Although Mr. Vorsatz spends significant time with us and is highly active in our management, he also currently serves as Global Chairman of Andersen Global, a Swiss association of over 300 member and collaborating firms and of which we are a founding member. We believe our relationship with Andersen Global enhances our business through referrals and client introductions from these international partner firms and we do not believe that the time that Mr. Vorsatz currently spends on his Andersen Global duties directly impacts our operations or financial position. However, Mr. Vorsatz’s service with Andersen Global may detract from time otherwise available for his duties and role at our firm and he may be required to devote more time to Andersen Global in the future. In addition, effective management of future succession planning, including succession plans for Mr. Vorsatz and other senior Managing Directors and key personnel, is important for our future success. Inadequate succession planning or the unexpected departure of Mr. Vorsatz could cause substantial disruption to our business operations, deplete our institutional knowledge base and referral network, hinder our ability to pursue our strategic acquisition strategy, and erode our competitive advantage.

Our success also depends on the continued service of our senior Managing Directors and other key personnel. Our senior professionals’ expertise, skill, reputation and relationships with clients, potential clients, member and collaborating firms of our global network, Andersen Global, and the leadership personnel of Andersen Consulting are critical elements in maintaining and expanding our businesses. If one or more of these personnel are unable or unwilling to continue in their present roles, we may not be able to replace them easily or at all. While we do not have a mandatory retirement age, if any of our senior Managing Directors or key personnel were to retire, or decide to resign, join an existing competitor, form a competing company or otherwise leave us, we may jeopardize client relationships and ultimately lose clients, know-how and other key personnel, particularly if we have not adequately hired or trained our junior professionals or appropriately staffed our client engagements. In addition, the departure of one or more professionals may lead to the departure of other professionals who desire to continue to work together elsewhere or who decide to accelerate their retirement decision making. If we are unable to attract or retain our senior Managing Directors or key personnel due to the intense competition for talent in our industry, it could disrupt our business operations and growth.

If we cannot maintain our firm culture as we grow and become a public company, our success and our business may be harmed.

We have invested substantial time and resources into building our firm culture and believe that it has been a critical component of our success to date. As we seek to continue to grow, including through geographical expansion, expansion into new services offerings, the acquisition of new businesses or groups of professionals, and developing the infrastructure associated with being a public company, we will need to maintain our culture across a larger number of employees, service offerings, and geographic regions. As we grow, if at all, it may be difficult to maintain the collaboration, innovation, and values that are important to our culture. Moreover, as we develop the infrastructure of a public company, our operations may need to change to support that infrastructure. In particular, we are committed to a transparent culture that promotes intentional sharing of information so that our employees are engaged and invested in our success. Due to certain operational changes needed to become a public company, we may find it difficult to maintain important aspects of our firm culture and this commitment to transparency. Any failure to preserve our culture could negatively impact our operations, including our ability to retain and recruit personnel and to effectively focus on and pursue our business objectives. If we cannot maintain our firm culture as we grow and become a public company, it could have a material adverse effect on our financial condition and results of operations.

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Failure to maintain our reputation and brand could impact our ability to attract and retain clients, employees and future acquisition targets, and may harm our business.

As a professional services firm, our ability to secure new engagements depends heavily upon maintaining our reputation and brand and the individual reputations of our professionals. Any factor that diminishes our brand or reputation or that of our professionals, including not meeting client expectations or illegal practices or misconduct by our professionals, could make it substantially more difficult for us to attract new clients, employees and future acquisition targets, or to retain existing clients and employees. Similarly, because we obtain many of our new engagements from former or current clients, or from referrals by those clients, any client that questions the quality of our work or that of our professionals could impair our ability to secure additional new engagements and clients, and could impair our ability to hire new employees or attract future acquisition targets.

Further, because we provide our services primarily in connection with significant or complex matters that often involve confidential and sensitive information, and because our work is the product of myriad judgments of our professionals and other staff operating under significant time and other pressures, we may not always perform to the standards expected by our clients. In addition, we may face reputational damage from, among other things, litigation against us, SEC or other domestic or foreign governmental investigations or sanctions, professional licensing organization disciplinary investigations or actions, or our failure to protect confidential information. In the past, employee negligence or misconduct has adversely affected our business, and we cannot assure that this will not occur in the future. See the risk factor titled “—If we were to be held liable for alleged errors, omissions, illegal practices or other misconduct in providing our services to clients, our brand and reputation could be harmed and we could incur significant costs, which may exceed available insurance, if any, and which could harm our business.” If our employees engage in actual or perceived misconduct or negligence in the provision of client services we could be subject to regulatory sanctions and legal liability and could suffer serious harm to our reputation, financial position, current client relationships and ability to attract future clients, and our insurance coverage may not be sufficient to fully compensate us for any losses we may incur. It is not always possible to deter or prevent employee misconduct or negligence, and the precautions we take may not be effective in all cases. In addition, our professionals and other employees are responsible for the security of the information in our systems or under our control and for ensuring that non-public information is kept confidential. Should any employee not follow appropriate security measures, this could result in the improper release or use of confidential information. If our employees engage in misconduct or fail to follow appropriate security measures, we could be subject to legal liability and reputational harm, which could impair our ability to attract and retain clients and in turn materially adversely affect our business

Our ability to staff client engagements, maintain relationships with clients and drive future growth depends on our ability to recruit, train and retain qualified professionals.

We deliver sophisticated professional services to our clients and our business is highly labor-intensive. Our success and future growth is dependent, in large part, on our ability to keep our supply of skills and human resources in balance with client demand, particularly as we expand our service offerings and as the market and technological advancements continue to evolve. To attract and retain clients, we need to consistently demonstrate professional acumen and build trust and strong relationships. Our professionals have highly specialized skills. They also develop strong bonds with the clients they serve, which is a critical element in obtaining and maintaining client engagements. Our continued success depends upon our ability to continue to attract and retain professionals who have the expertise, reputation and client relationships critical to maintaining and developing our business. We face intense competition in recruiting and retaining highly qualified professionals to drive our growth and support the expansion of our business. We incur significant expenses and expend significant time and resources to recruit, train, integrate and develop our professionals, and we expect these costs to continue as we grow. We also experience attrition of highly qualified professionals in the normal course of our business. We cannot assure you that we will be able to continue to attract or retain any particular qualified professionals or replace those that choose to leave us. Adverse labor and economic market conditions and intense competition for

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skilled personnel may inhibit our ability to recruit new employees or retain existing employees. In particular, there is a global talent shortage in the accounting sector, which makes these professionals in particularly high demand, and makes our ability to recruit and hire appropriately qualified professionals particularly time-consuming, competitive and expensive compared to many other industries. Additionally, there are challenges related to integrating personnel into our organization and ensuring a proper cultural fit, and these challenges may increase if we continue to grow, particularly if we grow internationally. If we are unable to successfully integrate, motivate, retain or replace qualified professionals, our ability to continue to secure or perform work for our clients may suffer.

Our principal competition for talent comes from other large accounting and consulting firms, as well as from organizations seeking to staff their internal professional positions. If we successfully expand our service offerings to include legal services or investment banking, we would face competition for talent from law firms or investment banks providing the services we provide and in the geographies where we operate. Many of these competitors may be able to offer greater compensation and benefits or more attractive lifestyle choices, career paths, or geographic locations than we can offer. Therefore, we may not be successful in attracting and retaining the skilled professionals we require to conduct and expand our operations successfully. Increasing competition for these revenue-generating professionals may also significantly increase our labor costs, which could negatively affect our margins and results of operations.

If we were to be held liable for alleged errors, omissions, illegal practices or other misconduct in providing our services to clients, our brand and reputation could be harmed and we could incur significant costs, which may exceed available insurance, if any, and which could harm our business.

All of our services entail an inherent risk of claims of malpractice and other similar claims resulting from alleged errors, omissions, illegal practices or other misconduct in providing our services to clients. Actual or perceived errors, omissions, illegal practices and other misconduct by our professionals in the course of delivering services, or our failure to meet our contractual obligations to a client, have resulted and could in the future result in a reduction in our revenue, damage to our reputation, and in clients terminating our engagement or making claims for substantial damages against us. In addition, our business strategy of seeking to acquire additional groups of professionals and businesses may increase the probability of the occurrence of such claims. Although we maintain errors and omissions insurance coverage, we cannot be certain that actual claims, judgments, settlements, or related legal expenses would not exceed the coverage amounts. In addition, if we expand our service offerings to include legal advice or other offerings, we cannot be certain that we will be able to procure adequate insurance coverage to mitigate the increased risk of claims that may occur, including in regards to legal malpractice or breach of professional responsibility obligations. If judgments, settlements, or related legal expenses exceed insurance coverage by a substantial amount, they could have a material adverse effect on our business, financial condition and operating results. In addition, we cannot be certain that the different insurance carriers which provide errors and omissions coverage for different lines of our business will not dispute their obligation to cover a particular claim. If we have a large claim, or a large number of claims, on our insurance, the rates for such insurance may increase, and amounts expended in defense or settlement of these claims prior to exhaustion of deductible or self-retention levels may become significant. Further, some contractual arrangements with clients may constrain our ability to incorporate such increases into our billing rates. Insurance rate increases, disputes by carriers over coverage questions, payments by us within deductible or self-retention limits, as well as any underlying claims or settlement of such claims, along with any resultant negative publicity or damage to our brand, could have a material adverse effect on our reputation, business, financial condition and results of operations.

We may enter into or invest in new lines of business or engage in other strategic initiatives that may fail to generate revenue and result in additional risks to our business.

In addition to future acquisitions of businesses, we also plan to grow our business by entering into new lines of business or engaging in other strategic initiatives to significantly expand the scope and scale of our service

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offerings. For example, in the near-term, we plan to seek to expand the scope of our consulting services practice, including as to our relationship with Andersen Consulting. This growth strategy will subject us to numerous risks and uncertainties, including risks associated with actual or perceived conflicts of interest, the possibility that we have insufficient expertise to engage in such activities profitably or without incurring inappropriate amounts of risk, the required investment of capital and other resources and the loss of clients.

Entry into certain lines of business may also subject us to new laws, regulations and professional rules of responsibility with which we are not familiar, or from which we are currently exempt, and may lead to increased litigation and regulatory risk. We could also face new competition by entering into new lines of business, and we may not successfully overcome any barriers to entry. If a new service offering or other strategic initiative generates insufficient revenue or if we are unable to efficiently manage our expanded services offerings, our business, financial condition and results of operations could be materially adversely affected.

If we fail to compete effectively, we may miss business opportunities or lose existing clients, and our revenue may decline.

The market for our services is highly competitive. We do not compete against the same companies across all of our service offerings. Instead, we compete with different companies or businesses depending on the particular nature of an engagement. Our primary competitors include large global full-service financial advisory and consulting firms; accounting and advisory practices that focus on middle-market clients; full-service, boutique and specialized tax advisory firms; local providers in the tax, legal, financial advisory and consulting markets internationally; and in-house tax and accounting departments of our clients and potential clients. We compete on national, international and regional bases, and on the basis of a number of factors, including depth of client relationships, industry knowledge, transaction execution skills, our range of services, innovation, reputation and price. In addition, we could experience additional competition as we expand our service offerings, enter new geographic markets and acquire businesses in the future. Some of our competitors have significantly more financial resources, a larger national or international network or presence that may enable them to respond to clients’ international needs more effectively, larger professional staffs and greater brand recognition than we do. Some have lower overhead and other costs and can compete through lower-cost service offerings. Our larger and better capitalized competitors may be better able to respond to changes in the market, to compete for skilled professionals, to finance acquisitions, to fund internal growth and technological advancements and to compete for market share generally, which puts us at a competitive disadvantage and could result in pricing pressures or loss of opportunities.

In addition, in our business, there are usually no long-term contracted sources of revenue and clients could seek similar services from a competitor at any time. If we are unable to compete successfully with our existing competitors or with any new competitors, we will not be able to implement our growth strategy, which could materially adversely affect our business, financial condition and results of operations.

Since our business depends in large part on professional relationships and networks, our business has relatively low barriers to entry for experienced professionals electing to start their own firms or work independently. In addition, it is relatively easy for professionals to change employers. As a result, we could face additional competition from new firms that may be formed in the future.

If we cannot compete effectively or if the costs of competing, including the costs of hiring and retaining professionals, become too expensive, our revenue growth and financial results could be adversely affected and may differ materially from our expectations. Additionally, our competitors may adopt and deploy new technologies, such as AI and machine learning, more rapidly or successfully than we do, which may materially adversely affect our competitive position, financial condition and results of operations.

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Our revenue and profitability may vary based on the mix of the types of our client engagements and may be adversely affected by our failure to recover the expenses, time, and resources for our client engagements.

We currently generate a substantial majority of our revenue on a time and materials basis, and to a lesser extent, by fixed-fee contracts, and contingent fee contracts. In the future, our revenue and profitability could vary materially depending on changes in the nature of services provided, as well as the stage of performance at which the right to receive fees is finally determined.

Our profitability could be adversely affected when we incur costs that we cannot bill to our clients. Each of our engagements involves a level of risk that we could underestimate the expenses, time and resources necessary for the client engagement. The rates we are able to charge for our services are affected by a number of factors, including general economic and political conditions; the competitive environment in our industry; the introduction of new technologies (such as generative AI), services or products by competitors, which could reduce our ability to obtain favorable pricing and impact our overall economics for the services we offer; our ability to accurately estimate our costs; and the procurement practices of our clients. There may also be fee adjustments if we cannot bill for the time incurred. Engagement costs may increase for many reasons, including technical challenges, delays, workforce-related issues, inaccurate initial cost estimates, inability to achieve efficiencies, changing laws or regulations, inflation and natural disasters. If we are unable to manage and control these costs, our operating results could be adversely affected, and we may be unable to retain existing clients or secure future engagements.

In the future, some clients could increasingly prefer alternative fee arrangements that may place limitations on our fee structure, or that may shift more of our revenue-generating potential to back-end contingent and success fee arrangements, particularly if we expand our service offerings to provide legal advice. With respect to such alternative fee arrangements, there is a risk that the cost of providing services exceeds the fees we collect during all or a portion of the term of the engagement. In such cases, our failure to manage the engagement efficiently or collect the success or performance fees could expose us to a greater risk of loss on such engagement than other fee arrangements or may cause variations in our revenue and operating results due to the timing of achievement of the performance-based criteria, if achieved at all. Our ability to service clients with these fee arrangements may not directly correlate to our costs incurred, which could adversely impact or result in a loss of the profitability of such engagements, and therefore could adversely affect our financial results.

Our profitability could suffer if we are not able to effectively utilize our employees, maintain operational efficiencies or manage our cost structure.

Our failure to manage the utilization of our professionals who generally bill on an hourly basis, or maintain or increase the hourly rates we charge our clients for our services, could result in adverse consequences, such as non- or lower-revenue-generating professionals, increased employee turnover, fixed compensation expenses in periods of declining revenue, and the inability to appropriately staff engagements.

A number of factors affect the utilization of our professionals, some of which are outside our control, including general economic and financial market conditions; the complexity, number, type, size and timing of client engagements; the level of demand for our services; appropriate staffing levels in light of changing client demands, expectations or market conditions; our ability to transition our employees efficiently from completed engagements to new engagements; the transition period for new hires that results in a temporary drop in utilization; unanticipated changes in the scope of client engagements; our ability to forecast demand for our services; conditions affecting our clients’ businesses and industries as well as general economic conditions; competition, and acquisitions. In addition, our expansion into or within lines of business or geographic locations where our brand is not well-known or where demand for our services is not well-developed could also contribute to low or lower utilization rates in certain service offerings or locations.

Our people are our primary asset and account for the majority of our expenses. If we are unable to manage staffing levels on a timely basis in light of changing opportunities or conditions, which may include either

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insufficient or excess personnel than required to meet client demand, our ability to accept or service client engagements, take advantage of positive market and industry developments, expand into new service offerings, realize future growth or manage our cost structure could be negatively affected, which could negatively impact our client relationships, competitiveness, revenue and profitability.

Claims or adverse publicity could harm our brand, reputation and ability to compete and attract and retain clients, talent and future acquisition targets.

Our reputation is potentially susceptible to damage by actions or statements made by current or former clients and employees, competitors, vendors, adversaries in legal proceedings, government regulators, professional licensing organizations, as well as members of the investment community and the media. Our engagements may involve matters that may result in a severe impact on a client’s business, cause the client a substantial monetary loss or prevent the client from pursuing business opportunities. Additionally, some of our engagements may involve matters or clients that may be socially or politically unpopular, which could result in adverse publicity and harm our reputation. Our ability to retain existing clients and generate repeat engagements depends upon our ability to maintain a high degree of client satisfaction. Our ability to attract new clients and future acquisition targets, and to hire and retain highly skilled professionals, depends upon our reputation in the professional services industry. As a result, any claims or adverse publicity involving the quality of our services or the reputation of our professionals, matters or clients may be more damaging than similar claims or publicity relating to businesses in other industries. There is a risk that negative information about us, even if untrue, could adversely affect our business, could cause damage to our reputation and be challenging to repair. Additionally, any claims or adverse publicity involving Andersen Global member or collaborating firms, or the failure of Andersen Global to manage any internal conflicts between member or collaborating firms, may adversely affect our brand and reputation. Similarly, any claims or adverse publicity involving Andersen Consulting partner firms, or the failure of Andersen Consulting to manage any internal conflicts between partner firms, may adversely affect our brand and reputation. See the risk factor titled “—If we fail to continue to benefit from our existing business relationships and fail to establish new relationships in the future, our results of operations could be adversely affected.”

Damage to our reputation could also reduce the value and effectiveness of our brand name and could reduce investor confidence in us. Any such claims, adverse publicity or negative connotations may adversely affect our reputation or the reputations of our professionals, or may otherwise harm our ability to attract or retain clients, employees and future acquisition targets, all of which could have an adverse effect on our results of operations, business or prospects.

Adverse judgments or settlements in legal disputes could result in monetary damages or injunctive relief that could damage our reputation and materially affect our results of operations.

We are subject and party to, and may in the future become subject and a party to, a variety of litigation or other claims and suits that arise from time to time in the ordinary course of our business. Our business is subject to the risk of litigation involving current and former employees, clients, competitors, or others through private actions, class actions, whistleblower claims, administrative proceedings, regulatory actions, criminal proceedings or other litigation. Regardless of the merits of the claims, the cost to defend current and future litigation may be significant, and such matters can be time-consuming and divert management’s attention and resources. The results of litigation and other legal proceedings are inherently uncertain, and adverse judgments or settlements in some or all of these legal disputes may result in materially adverse monetary damages, fines, penalties, or injunctive relief against us. Any claims or litigation, even if fully indemnified or insured, could damage our reputation and make it more difficult to compete effectively or to obtain adequate insurance in the future. Moreover, as we expand our service offerings into new areas, we may be exposed to additional and evolving risks specific to these new areas.

The results of litigation and other legal proceedings are inherently uncertain and adverse judgments or settlements in some or all of such disputes may result in materially adverse monetary damages or injunctive relief

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against us. Any claims or litigation, even if fully indemnified or insured, could also damage our reputation and make it more difficult to compete effectively or obtain adequate insurance coverage in the future.

Consolidation in the professional services industry could have a material adverse effect on the competitiveness of our business, financial condition and results of operations.

Consolidation in the professional services industry could create increased pricing and competitive pressures for the industry as a whole and our business in particular. In addition, consolidation could also result in an increasing number of very large companies offering services across a wide variety of individual and business needs. Consolidation activity may result in new competitors with greater scale, a broader footprint or offerings that are more attractive than ours. We expect new and existing companies in the professional services industry to continually revise and improve their business models. The growth of these companies, which may have significantly more resources, market share and marketing power than we do, could also result in increased pricing and other competitive pressures for us. These companies could also be quicker or more effective at acquiring and integrating professionals or businesses in international markets than we are, which may impede our ability to grow. Accordingly, industry consolidation could harm our business.

We have a relatively short operating history at our current scale in a competitive industry and, as a result, our past results may not be indicative of future operating performance.

We have a relatively short history of operating at our current scale. As a result, we have limited financial and operational data that can be used to evaluate our future business and prospects. Our ability to accurately forecast our future results of operations is limited and subject to a number of uncertainties, including our ability to plan for and forecast future growth. Any evaluation of our business and prospects must be considered in light of our short operating history at our current scale, which may not be indicative of future performance. Because of our limited operating history at our current scale, we face increased risks, uncertainties, expenses, and challenges, including our ability to execute on our growth strategy and the other the risks and uncertainties discussed in this “Risk Factors” section.

We may experience quarterly fluctuations in our operating results, as well as our key metrics, due to a number of factors that make our future results difficult to predict and could cause our operating results to fall below market expectations or guidance we may provide.

Our operating results and key metrics may fluctuate due to a variety of factors, many of which are outside of our control. As a result, comparing our operating results on a period-to-period basis may not be meaningful. Our past results should not be relied on as an indication of our future performance. If our revenue or operating results fall below the expectations of investors or research analysts that may cover us in the future, or below any guidance we may provide to the market, the price of our Class A common stock could decline substantially.

Our operating results have varied in the past and are expected to continue to do so in the future. In addition to other risks and uncertainties discussed in this “Risk Factors” section, factors that may affect our quarterly operating results, business and financial condition include the following:

• failure to successfully manage or integrate any acquisitions;

• demand for our services;

• failure to recruit or retain talent or key personnel;

• market acceptance of our current and future services;

• changes in the competitive dynamics of the professional services industry;

• our ability to control and predict costs, including our operating expenses;

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• the impact of non-cash expenses, such as the equity-based compensation and restructuring expenses described in the section titled “Management’s Discussion and Analysis of Results of Operation and Financial Condition”;

• our revenue mix in a particular quarter;

• the seasonality of our business;

• the timing and size of new engagements;

• timing of client payments;

• the outcome or publicity surrounding any pending or threatened lawsuits or professional licensing organization disciplinary action;

• general economic and political conditions;

• changes in the legal or regulatory environment; and

• unexpected events, including those resulting from climate change, public health emergencies, international or civil conflicts and wars, terrorism, tariffs or other trade actions, or other geopolitical events.

Based upon the factors described above and those described elsewhere in this “Risk Factors” section, we have a limited ability to forecast the amount and mix of future revenue and expenses, which may cause our operating results to fall below any guidance we may provide to the market or the expectations of investors in the future. Fluctuations in our quarterly operating results could limit or prevent investors from readily selling their shares and may otherwise negatively affect the market price and liquidity of our Class A common stock. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the company that issued the stock. If any of our shareholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management away from our business, which could significantly harm our profitability and reputation.

Our business activity and associated revenue is subject to seasonality, which could result in fluctuations in the market price of our Class A common stock.

Historically, our business activity and associated revenue has been highest in our first and third quarters, primarily driven by our tax services offerings. We expect that this seasonality will continue to be a factor in our results of operations and may reduce our ability to predict our cash flows and optimize the timing of our operating expenses. Additionally, our revenue in any given period is dependent on the number of fee-paying clients in such period and the size of engagements on which we are advising. As a result, we believe that comparisons of our results of operations between different quarters within a single fiscal year are not necessarily meaningful and that these comparisons cannot be relied upon as indicators of our future performance. In the event that any fluctuations in our revenue and results of operations result in our failure to meet our forecasts, or the forecasts of research analysts that may cover us in the future, the market price of our Class A common stock could fluctuate or decline.

Any future international expansion will subject us to additional costs and risks and our plans may not be successful.

Currently, we only have offices in the United States, and historically the vast majority of our revenue has been derived from U.S. clients. Further expansion into markets outside the United States is one of our key long-term strategies for the future growth of our business. There are, however, significant costs and risks inherent in providing our current or future services in international markets, including failure to effectively establish and maintain our brand and reputation; time and difficulty in building and maintaining a widespread client network;

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increased costs, including compliance costs; potentially lower margins in some regions; potentially longer collection cycles in some regions; increased competition from local or regional providers of similar services; compliance with foreign laws, regulations and professional licensing rules, including taxes and enhanced privacy laws, rules and regulations; establishing and maintaining effective internal controls at foreign locations and the associated increased costs; the uncertainty of protection for intellectual property rights in some countries and practical difficulties of enforcing rights abroad; compliance with applicable anti-bribery, anti-corruption, sanctions, and anti-money laundering laws; currency exchange rate fluctuations and related effects on our results of operations; socioeconomic, labor or political instability in foreign economies and markets; compliance with tax, employment, immigration, and labor laws for employees living or traveling abroad; tariffs and trade actions; and other costs and risks of doing business internationally.

These and other factors could harm any future international operations and, consequently, our business, results of operations, and financial condition. Further, we may incur significant operating expenses as a result of any planned international expansion, and it may not be successful. We have limited experience with regulatory environments and market practices internationally, and we may not be able to penetrate or successfully operate in new markets. We also have limited operating experience outside of the United States and in our expansion efforts we may encounter obstacles we do not face in the United States, including cultural and linguistic differences; differences in regulatory environments, labor practices and market practices; differences in professional licensing rules; difficulties in keeping abreast of market, business and technical developments; and preferences of foreign clients. We may also encounter difficulty expanding into international markets because of limited brand recognition, leading to delayed or limited acceptance of our services in these markets and increased marketing costs to establish our brand. Accordingly, if we are unable to successfully expand internationally, our financial condition and results of operations could be harmed.

If we fail to continue to benefit from our existing business relationships and fail to establish new relationships in the future, our results of operations could be adversely affected.

Our success depends, in part, on continuing to benefit from our existing business relationships, including experienced professionals within the Andersen Global network, former clients and third-party vendors, as well as our existing client relationships. We depend on referrals within Andersen Global to attract new clients and to connect existing clients with experienced professionals outside the United States when the need arises. We also obtain many of our new engagements from former or current clients, or from referrals by those clients, and may increasingly depend on third-party service providers to support the infrastructure needed to effectively run and grow our business. We also plan to continue expanding our relationships with existing clients, including by offering additional services across our platform such as in connection with a potential expansion of our relationship with Andersen Consulting. If we fail to continue to benefit from these existing relationships, or fail to establish and maintain new relationships in the future, our results of operations could be adversely affected.

We are dependent on our existing client base and our ability to retain and expand our relationships with such clients. Our clients may terminate our engagements with little or no notice and without penalty, which may result in unexpected declines in our revenue or unexpected costs.

Our ability to maintain continuing relationships with our clients and successfully obtain payment for our services is essential to the growth and profitability of our business. However, the volume of work performed for any specific client is likely to vary from year to year, and we generally do not have long-term commitments from clients to use our services. A client in one year may not provide the same level of revenue for us in any subsequent year. Further, one or more of our clients could be acquired, and there can be no assurance that the acquirer would choose to use our services in respect of such client to the same degree as previously, if at all. In addition, the services we provide to our clients, and the revenue and income from those services, may decline or vary as the type and quantity of services we provide changes over time. Our business model also depends on relationships our teams develop with our clients so that we can understand our clients’ needs and deliver services that are tailored to those needs. If a client is not satisfied with the quality of work performed by us, or with the

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services delivered, we could incur additional costs to address the situation, the profitability of that work might be impaired, and the client’s dissatisfaction with our services could damage our ability to obtain additional work from that client. In particular, clients that are not satisfied might seek to terminate existing contracts, which could mean that we could incur costs for the services performed with no associated revenue. This could also direct future business to our competitors.

We may also fail to assess the creditworthiness of our clients adequately or accurately. Our clients’ ability to terminate engagements with little or no notice, and our clients’ inability or unwillingness to pay for services we performed, can make our future revenue and profitability difficult to predict. Although a substantial majority of our revenue is generated from clients who also contributed to our revenue during the prior year, our engagements with our clients are typically for engagements that are singular in nature. Therefore, we must seek to obtain new engagements when our current engagements end.

The engagement letters that we typically enter into with clients do not obligate them to continue to use our services. Termination, non-renewal, delay or renegotiation of an engagement could cause us to experience a higher-than-expected number of unassigned employees and thus compress our margins until we are able to reallocate our headcount. Clients that delay payment, request modifications to their payment arrangements, or fail to meet their payment obligations to us could increase our cash collection time, cause us to incur bad debt expense, or cause us to incur expenses in collections actions. If we are unable to replace clients or revenue as engagements end, or if clients unexpectedly cancel engagements with us or curtail the scope of our engagements and we are unable to replace the revenue from those engagements, eliminate the costs associated with those engagements or find other engagements to utilize our professionals, our financial results could be materially adversely affected.

Volatile, negative or uncertain economic and geopolitical conditions could adversely affect our business and materially reduce our revenue.

Global macroeconomic and geopolitical conditions can affect certain of our service offerings and our clients’ businesses. Volatile, negative and uncertain economic and geopolitical conditions have in the past undermined and could in the future cause our clients to reduce or defer their spending on new initiatives, resulting in clients reducing, delaying or eliminating spending under existing engagements, particularly in our mergers and acquisitions, or M&A, transactions services and other commercial service offerings involving transactional or operational initiatives, which would negatively affect our business.

We are not able to predict the positive or negative effects that future events or changes to the U.S. or global economies or political landscapes will have on our business, any particular service offerings, or any of our clients. These events and changes include fluctuations in U.S. and/or global economies, including economic downturns or recessions and the strength and rate of any general economic recoveries; the condition of the U.S. or global financial markets and the availability, costs, and terms of credit and credit modifications, including interest levels and inflationary pressures; levels of M&A activity; new and complex laws and regulations, repeals of existing laws and regulations or changes of enforcement of laws, rules and regulations; other economic, geographic or political factors; public health crises; tariffs and trade actions; the effects of climate change; and general business or other conditions. For example, the current U.S. administration has expressed strong concerns about imports from countries that it perceives as engaging in unfair trade practices, and has imposed tariffs or other restrictions on products, components or raw materials sourced from those countries. Moreover, these new tariffs, or other changes in U.S. trade policy, have triggered and may in the future trigger retaliatory actions by affected countries, including reciprocal tariffs, including the possibility of tariffs on services.

Any of these events or changes, as well as other events outside our control, may have adverse effects on one or more of our service offerings or our clients’ businesses or industries. Ongoing economic and geopolitical volatility and uncertainty and changes in client demands affect our business in a number of other ways, including making it difficult to accurately forecast client demand and revenue. Changing demand patterns and their impact on us and our clients could have a significant negative impact on our results of operations.

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Global inflationary pressures have in the past increased and may in the future increase the prices of goods and services, which could raise the costs associated with providing our services, diminish our ability to compete for new clients, and/or reduce willingness of new or existing clients to fully utilize our services.

For a variety of reasons, including geopolitical factors, the global economy in which we operate has faced, and may continue to face, heightened inflationary pressure, impacting the cost of doing business. These inflationary pressures have been and could continue to be exacerbated by geopolitical turmoil and economic policy actions, including new or increased tariffs, and the duration of such pressures is uncertain. In the future, adjustments to our fee structure may be insufficient to counter inflationary cost pressures, which may result in significant cost overruns on our engagements or an unwillingness of clients to fully utilize our services. To the extent that inflationary pressure affects our cost of revenue and general overhead, we may face the choice of raising the rates we charge for our services to try and maintain our margins or reduce or maintain our price structure to generate business. This could result in reduced profitability, or even losses, as inflation increases and therefore could adversely affect our financial results.

War, terrorism, other acts of violence or natural or man-made disasters may affect the markets in which we operate in the future and our ability to service our clients.

Our business may be negatively affected by instability, disruption or destruction in the geographic regions where we operate or by volatile conditions worldwide. War, terrorism, riot, civil insurrection or social unrest, man-made and natural disasters, and pandemics, communicable disease outbreaks and other regional or global health crises, may cause clients to delay their decisions on spending for our services. Our business continuity and disaster recovery plans may not be effective at preventing or mitigating the effects of any such disasters, particularly in the case of simultaneous or catastrophic events. These events pose significant security risks to our people, the facilities where they work, our operations, electricity and other utilities, communications, travel, and network services, and the disruption of any or all of them could adversely affect our ability to service our clients and materially adversely affect our financial results.

Payments by clients against open accounts receivable may be slower than expected, and we may face risks of fee non-payments, which could result in loss of engagements, fee write-offs, and reduced revenue.

Professional services firms like ours often experience higher average accounts receivable days outstanding compared to many other industries, which may be magnified if the general economy worsens. If our collections become slower, our liquidity may be adversely impacted. We monitor the aging of receivables regularly and make assessments of the ability of our clients to pay amounts due. We provide for potential bad debts and recognize additional reserves against bad debts as we deem it appropriate. Notwithstanding these measures, our clients may face unexpected circumstances that adversely impact their ability to pay their obligations to us and we may face unexpected losses as a result.

We typically do not receive a retainer before we begin performing services for a client. In the cases where we have received retainers, we cannot assure the retainers will adequately cover our fees for the services we perform on behalf of these clients. In some cases, we have pre-bill arrangements with clients, and the decline of client acceptance of these arrangements could result in a longer accounts receivable cycle. Additionally, from time to time we receive requests to discount our fees or to negotiate lower rates for our services and to agree to terms that may limit the size of an engagement or our ability to pass-through costs to our clients. We consider these requests on a case-by-case basis. We routinely receive these types of requests and expect this to continue in the future. In addition, our clients and prospective clients may not accept billing rate increases that we put into effect or implement in the future. Fee discounts, pressure not to increase or pressure to decrease our rates, and less advantageous contract terms could result in the loss of clients, lower revenue and operating income, higher costs and less profitable engagements. More discounts or write-offs than we expect in any period would have a negative impact on our results of operations. There is no assurance that significant client engagements will be renewed or replaced in a timely manner or at all, or that they will generate the same volume of work or revenue or be as profitable as past engagements.

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We could be subject to reputational and legal risk arising from, among other things, actual or perceived conflicts of interest.

We face the possibility of an actual, potential or perceived conflict of interest where we represent a client on a transaction in which an existing client is a party. We may be asked by two potential clients to act on their behalf on the same transaction, including by two clients as potential buyers in the same acquisition transaction. In each of these situations, we face the risk that our current policies, controls and procedures may not timely identify or appropriately manage such conflicts of interest. It is possible that actual, potential or perceived conflicts could give rise to client dissatisfaction or litigation. Appropriately identifying and managing actual or perceived conflicts of interest is complex and difficult, and our reputation could be damaged if we fail, or appear to fail, to deal appropriately with one or more potential or actual conflicts of interest. This risk could increase as we expand our service offerings, particularly if we begin providing legal advice and become subject to the professional licensing rules and ethical requirements related to those services. Reputational risk or litigation arising from conflicts of interest could have a material adverse effect on our reputation which could materially adversely affect our business in a number of ways, including a reluctance of some potential clients to engage our services.

From time to time we decide that we cannot or should not accept an engagement from an existing or prospective client or represent multiple clients in connection with the same or competitive engagements. In addition, upon occasion, we decide that we should or must resign from a client engagement. Such decisions may negatively impact our revenue, growth and financial results. While we follow internal practices to assess real and potential issues in the relationships between and among our clients, engagements, services and professionals, such concerns cannot always be avoided.

The estimates of market opportunity included in this prospectus and our ability to capture a meaningful share of this market may prove to be inaccurate, and even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all.

Our estimates of market opportunity and forecasts of market growth included in this prospectus, and our ability to capture a meaningful share of this market, may prove to be inaccurate. Market opportunity estimates and growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The variables that affect the calculation of our market opportunity are also subject to change over time.

We cannot assure you that any particular number or percentage of service offerings, clients or industries covered by our market opportunity estimates will purchase our services at all or generate any particular level of revenue for us. In addition, any expansion in our market opportunity depends on a number of factors, including the cost, performance and perceived value associated with our service offerings and those of our competitors. Even if the market in which we compete meets the size estimates and growth we forecast, our business could fail to achieve a substantial share of this market or grow at a similar rate, if at all. Our growth is subject to many risks and uncertainties. Accordingly, the estimates of market opportunity or forecasts of market growth we have made and may make should not be taken as indicative of our future growth.

Risks Related to Government Regulation

Government regulations, interpretations and fiscal, regulatory and other policies are subject to changes, which could impact our clients and materially reduce our revenue.

Changes in laws and regulations, or the interpretation and application thereof, as well as fiscal, regulatory and other policies, could result in changes in the amount or the type of services required by businesses and individuals, as well as our operations. Any changes in law, as well as regulations and policies, including by means of legislative changes and/or executive orders, could affect us or our clients in substantial and unpredictable ways. For example, California has recently adopted two climate-related laws, which require

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companies doing business in California that meet certain revenue thresholds to publicly disclose certain greenhouse gas emissions data and climate-related financial risk reports. Compliance with requirements such as these, if and when applicable to us, may be time-consuming and resource-intensive and may require us to hire or retain additional personnel or consultants and to implement additional controls. Our business may face increased scrutiny, including from investors and clients, related to these activities and our related disclosures and compliance efforts. We cannot be sure that future laws, regulations and policies, or the interpretation and application thereof, will provide the same or similar opportunities for us to provide our services to current or potential clients, or to meet our operational, financial and strategic objectives. Additionally, extensive and evolving regulation to which our clients are subject, including changes in tax laws, regulations and interpretations thereof, could increase potential risk of omissions, errors or other compliance failures, which could increase our costs and may result in claims against us.

Changes to tax laws, rules and regulations could impact our clients, decrease demand for our services, and materially reduce our revenue, and such changes, along with examinations of our tax returns, may negatively impact our effective tax rate and financial results and increase our cash tax payment obligations.

Significant changes to tax laws, rules and regulations, and, in particular, a radical simplification of tax laws, rules and regulations, could impact our clients, decrease demand for our services and negatively impact our business. In addition, changes to tax laws, rules and regulations could negatively affect our reported financial results and increase our cash tax payment obligations, including by reason of changes that increase tax rates, eliminate or reduce deductions, or affect the utility or value of deferred tax assets or liabilities. We cannot predict future changes in the tax laws, regulations, administrative guidance or judicial decisions to which we are subject or that could apply to our clients or our business.

In addition, as our business continues to grow and if we become more profitable, our tax obligations could significantly increase. Additionally, from time to time in the normal course of business we may be subject to audit by the tax authorities. Such tax authorities may disagree with tax positions we take, and if any such tax authority were to successfully challenge any such position, this may adversely affect our effective tax rate, tax payments or financial condition.

We and the third parties with whom we work are subject to stringent and evolving U.S. and foreign laws, regulations, and rules, contractual obligations, industry standards, policies and other obligations related to data privacy and security. Actual or perceived failure to comply with such obligations could harm our business.

In the ordinary course of business, we collect, receive, store, process, generate, use, transfer, disclose, make accessible, protect, secure, dispose of, transmit, and share (collectively, process) personal data and other sensitive information, including proprietary and confidential business data, trade secrets, intellectual property, sensitive third-party data, and other sensitive data, for example such as business plans, transactions and financial information. Our data processing activities subject us to numerous data privacy and security obligations, such as various laws, regulations, guidance, industry standards, external and internal privacy and security policies, contractual requirements, and other obligations relating to data privacy and security.

U.S. and non-U.S. governmental authorities have proposed or adopted or are considering proposing or adopting data security and/or data privacy statutes or regulations. Numerous U.S. states have enacted comprehensive privacy laws that impose certain obligations on covered businesses, including providing specific disclosures in privacy notices and affording residents with certain rights concerning their personal data. As applicable, such rights may include the right to access, correct, or delete certain personal data, and to opt-out of certain data processing activities, such as targeted advertising, profiling, and automated decision-making. The exercise of these rights may impact our business and ability to provide our products and services. Certain states also impose stricter requirements for processing certain personal data, including sensitive information, such as

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conducting data privacy impact assessments. These state laws allow for statutory fines for noncompliance. For example, the California Consumer Privacy Act of 2018 (CCPA) applies to personal data of consumers, business representatives, and employees who are California residents, and requires businesses to provide specific disclosures in privacy notices and honor requests of such individuals to exercise certain privacy rights. The CCPA provides for fines and allows private litigants affected by certain data breaches to recover significant statutory damages.

Several countries have established specific legal requirements for cross-border data transfers and governmental authorities and privacy advocates around the world continue to propose new regulatory actions concerning data protection. For example, the General Data Protection Regulation (GDPR) regulates the collection, use, and retention of personal information in the EU. In addition, the evolution of global privacy treaties and frameworks has created compliance uncertainty and increased complexity, and client sensitivity to privacy continues to increase. Moreover, several jurisdictions are considering regulatory frameworks for AI that implicate data protection laws.

Each of these privacy, security and data protection requirements imposes limitations on us, some of which could be significant, requires changes to our business practices, requires notification to clients or employees of a security incident, restricts our use or storage of personal information, possibly limits our use of third-party tools and vendors, or could cause changes in client behavior that may make our services more costly or less efficient, causing clients to become less likely to enter into engagements with us and may harm our future financial results. Additionally, any actual or alleged noncompliance with these laws and regulations, or failure to meet client expectations would result in negative publicity or harm to our reputation and subject us to investigations, claims or other remedies, including demands that we modify or cease existing business practices, and expose us to significant fines, penalties and other damages. We have experienced data security incidents in the past, and while none of these have had a material impact on our business, we cannot guarantee that there will not be any material security incidents in the future. The increased emphasis on information security and the requirements to comply with applicable data security and privacy standards and protocols imposed by law, regulation, industry standards and contractual obligations has increased, and could continue to increase, our related costs of doing business and could adversely impact our financial results.

Additionally, under various privacy laws and other obligations, we may be required to obtain certain consents to process personal data. For example, some of our data processing practices may be challenged under wiretapping laws, if we obtain consumer information from third parties through various methods, including chatbot and session replay providers, or via third-party marketing pixels. These practices may be subject to increased challenges by class action plaintiffs. Our inability or failure to obtain consent for these practices could result in adverse consequences, including class action litigation and mass arbitration demands.

We are subject to the FCPA, other applicable anti-corruption, anti-bribery laws, and trade control laws. Compliance with these laws requires significant resources, may impact our ability to service clients in certain countries in the future, and non-compliance may result in civil or criminal penalties and other remedial measures.

We are subject to the U.S. Foreign Corrupt Practices Act (FCPA) and other anti-bribery and anti-corruption laws in the countries in which we conduct activities. Anti-corruption and anti-bribery laws prohibit companies and their employees, agents, contractors, and other intermediaries from authorizing, promising, offering, or providing, directly or indirectly, improper payments or anything else of value to recipients in the public or private sector. Some of our client relationships outside of the U.S. are with governmental entities and are therefore subject to such anti-bribery laws. In addition, we are subject to U.S. and other applicable trade control laws, including export and import controls and trade sanctions, such as the U.S. sanctions regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Controls, which may prohibit or restrict the sale or supply of certain products and services to certain governments, persons, entities, countries, and territories, including those that are the target of comprehensive sanctions.

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Our compliance program contains controls and procedures designed to ensure our compliance with the FCPA and other anti-corruption, anti-bribery, and trade control laws and regulations. The continuing implementation and ongoing development and monitoring of our compliance program may be time consuming, expensive, and could result in the discovery of compliance issues or violations by us or our employees of which we were previously unaware.

Any violations of these or other laws, regulations and procedures by our employees or agents, including companies we acquire, could expose us to administrative, civil or criminal penalties, fines or business restrictions, which could have a material adverse effect on our results of operations and financial condition and would adversely affect our reputation.

The SEC oversees and directly regulates the activities of our subsidiary that is a registered investment advisor under the Advisers Act.

Our subsidiary, Andersen Tax LLC, is registered with the SEC as an investment advisor under the U.S. Investment Advisers Act of 1940 (the Advisers Act). Our SEC-registered investment advisor subsidiary is subject to the requirements and regulations of the Advisers Act that include anti-fraud provisions, upholding fiduciary duties to advisory clients, maintaining an effective compliance program, managing conflicts of interest, record-keeping and reporting requirements, and disclosure requirements. In addition, our registered investment advisor subsidiary is subject to routine periodic and other examinations by the staff of the SEC. The Advisers Act generally grants the SEC broad administrative powers, including the power to limit or restrict an investment advisor from conducting advisory activities if it fails to comply with federal securities laws. Additional sanctions that may be imposed for failure to comply with applicable requirements include the prohibition of individuals from associating with an investment advisor, the revocation of registrations and other censures and fines. Any adverse findings resulting from such examination may result in administrative enforcements or significant reputational harm. Failure to comply with the obligations imposed by the Advisers Act could result in investigations, sanctions, restrictions on the activities of us or our personnel and reputational damage.

Our failure or alleged failure to comply with all applicable laws and regulations may damage our reputation, cause us to lose employees or clients, result in legal liability, and have a material adverse effect on our business and results of operations.

Our business is subject to regulation and oversight by governmental authorities. The laws and regulations governing our operations, and interpretations of those laws and regulations, are increasing in number and complexity, change frequently and can be inconsistent or conflict with one another. Our ability to conduct our business may be adversely affected as a result of any new requirements imposed by any governmental authorities that have jurisdiction over us. We may be adversely affected by changes in the interpretation or enforcement of existing laws and rules by these governmental authorities. Our failure to comply with applicable laws or regulations could result in adverse publicity and reputational harm as well as fines and suspensions of personnel, could cause us to lose clients, and could impair the retention or recruitment of employees or our ability to attract future acquisition targets.

Risks Related to Information Technology, Infrastructure and Intellectual Property

Rapid technological changes, including the widespread adoption of AI, could significantly impact our competitive position, client relationships and results of operations.

The professional services industry has been and continues to be impacted by significant technological changes and innovation. Those technological changes may reduce demand for our services, enable or accelerate the development of competitive products or services, or enable our current clients to reduce or bypass the use of our services. Additionally, rapid changes in AI, block chain-based technology, automation and related innovations are increasing the competitiveness landscape. We may not be successful in anticipating or

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responding to these changes and demand for our services could be further reduced by advanced technologies being deployed by our competitors, many of whom have greater resources than we do. Risks related to AI, including our use of third-party products incorporating AI, include the generation of factually incorrect or biased results, also known as hallucinations, data security vulnerabilities, potential IP infringement, and mishandling of confidential information. Poor implementation of new technologies, including AI, by us or our third-party service providers or technology vendors, could subject us to additional risks we cannot adequately mitigate, which could have a negative impact on our results of operations and financial condition.

Our ability to anticipate developments in our industry, enhance our existing service offerings, develop and introduce new service offerings, and keep pace with changes and developments are critical to meeting changing client needs and expectations. Our ability to keep pace with, anticipate or respond to changes and developments is subject to a number of risks, including that:

• we may not be able to develop new, or update existing services, applications, tools and software quickly or inexpensively enough to meet our clients’ needs and expectations;

• it may be difficult or costly to make existing software work effectively and securely with new or changed operating systems or protocols;

• it may be difficult or costly to update existing software or develop new services to keep pace with evolving industry standards, methodologies, technologies, and regulatory developments at a pace and cost that is acceptable to our clients; and

• we may find it difficult to deliver high-quality client services consistently with new technologies and methodologies.

Technological developments may materially affect the nature of how we generate revenue. Some of these technological developments may reduce or replace, in whole or in part, the need for some of our services, which may cause clients to reduce or delay spending under existing engagements, delay entering into new engagements, or result in increased pricing pressure for our offerings. Such technological developments and spending delays or reductions can negatively impact our results of operations if we are unable to introduce new pricing models that reflect the value of these technological developments or if the pace and level of spending on new technologies are not sufficient to make up any revenue shortfall. The effort to gain technological expertise and develop new technologies in our business has required and may continue to require us to incur significant expenses. We may not be successful in anticipating or responding to these developments in a timely manner, or if we do respond, the services, products, technologies or methodologies we develop or implement may not be successful or competitive. Further, services, products, technologies or methodologies that our competitors develop may render our services non-competitive or obsolete. Our failure to enhance our existing services and to develop and introduce new services to promptly and effectively address the needs of our clients could have a material adverse effect on our business.

If we are unable to keep pace with the adoption and use of generative AI technology in our business and effectively implement generative AI, we could become less competitive in our industry.

We expect that we will need to integrate generative AI into our business to remain competitive in a rapidly evolving market. Generative AI is a type of AI that can take different types of inputs (such as text, image, audio, video, code, etc.) and generate new content using a variety of different modalities and based on a sophisticated and advanced set of rules. We expect to continue to make significant investments to build and support AI capabilities, either by developing proprietary technology or licensing the use of such technology, so that we can meet the needs of our clients and remain competitive, but there can be no assurance that our efforts will be successful or that we will be able to recoup the costs of such investments. If we are unable or slow to develop, license third-party or open source, adopt, and deploy generative AI technologies in our business, our competitiveness will suffer.

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Generative AI technologies could disrupt the significant effort we put into identifying, recruiting, hiring, retaining, and efficiently utilizing our professionals and our ability to charge for their services. Our clients have asked, and may come to expect that we use generative AI to work on certain engagements for them at comparatively lower costs than human personnel. As we plan, develop, and implement changes to our business to balance those services that can only be performed by humans against those that can be performed by generative AI, we may have insufficient or excess personnel than required to meet client demand, and employee morale and our firm culture could suffer. Additionally, clients may be unwilling to pay rates for human personnel if they perceive that the same services can be performed by less expensive generative AI, and may seek other service providers or price concessions to retain their business, which could adversely affect our financial results.

Our use of generative AI tools may pose risks to our business and could subject us to legal liability.

We expect to use generative AI tools in the future. Using generative AI tools to produce content that can be indistinguishable from that generated by humans is a relatively novel development, with many of the benefits, risks and liabilities still unknown. Recent decisions of the U.S. Copyright Office suggest that we would not be able to claim copyright ownership in any text, images, or other materials that we develop through use of generative AI tools, and the availability of such protections in other countries is unclear. As a result, we could have no remedy if third parties reused those same materials, or similar materials also generated by AI tools.

We may face claims from third parties claiming infringement of their intellectual property rights or non-compliance with open source software or other license terms. We could also be subject to claims from providers of generative AI tools if, for example, we use any of the generated materials in a manner inconsistent with their terms of use. Any of these claims could result in legal proceedings and could require us to purchase a costly license, comply with the requirements of open source software license terms, or limit or cease using the implicated software, or other materials or content. Our use of generative AI tools may also present additional security risks because the generated source code may have been modeled from publicly available code, which may make it easier for hackers and other third parties to determine how to breach our systems that rely on the code. Any of these risks could be difficult to eliminate or manage, and, if not addressed, could have a material adverse effect on our business, results of operations, financial condition and future prospects.

We may face legal, reputational and financial risks relating to cybersecurity incidents or attacks affecting us. If our information technology systems, or those of third parties with whom we work, are compromised, we could face legal, reputational and financial risks, and the failure to protect our or any of our clients’ information against misuse or disclosure could materially and adversely harm our reputation and our business.

Our systems are vulnerable to cybersecurity risks, and we are subject to potential disruption caused by such activities. We are subject to and routinely face cyber-based attacks and attempts by hackers and similar unauthorized users to gain access to or corrupt our information technology systems. Such attacks may have various goals, from seeking confidential information to causing operational disruption. We cannot assure you that we will not experience material disruptions or suffer material adverse effects in the future. Any future significant violations of our data security or privacy would result in serious consequences the loss of business, litigation, regulatory investigations, penalties, and expenses, any of which could damage our reputation and adversely affect the growth of our business. While we have deployed resources that are responsible for maintaining what we consider to be appropriate levels of cybersecurity, and while we utilize third-party technology products and services to help identify threats and protect our information technology systems and infrastructure against security breaches and cyber-incidents, we do not believe such resources, products or services can provide absolute protection against all potential risks and incidents. These measures may not be adequate or effective to prevent, identify, or mitigate attacks by hackers, foreign governments, or other actors or breaches caused by human error, malfeasance, or other disruptions. For example, cyber-attacks, malicious internet-based activity, online and offline fraud, and other similar activities threaten the confidentiality, integrity, and availability of our sensitive information and information technology systems, and those of the third parties with whom we work.

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Such threats are prevalent and continue to rise, are increasingly difficult to detect, and come from a variety of sources, including traditional computer “hackers,” threat actors, “hacktivists,” organized criminal threat actors, personnel (such as through theft or misuse), sophisticated nation states, and nation-state-supported actors.

We and the third parties with whom we work are subject to a variety of evolving threats, including but not limited to social-engineering attacks (including through deep fakes, which may be increasingly more difficult to identify as fake, and phishing attacks), malicious code (such as viruses and worms), malware (including as a result of advanced persistent threat intrusions), denial-of-service attacks, credential stuffing attacks, credential harvesting, personnel misconduct or error, ransomware attacks, supply-chain attacks, software bugs, server malfunctions, software or hardware failures, loss of data or other information technology assets, adware, telecommunications failures, earthquakes, fires, floods, attacks enhanced or facilitated by AI, and other similar threats.

In particular, severe ransomware attacks are becoming increasingly prevalent and can lead to significant interruptions in our operations, ability to provide our products or services, loss of sensitive data and income, reputational harm, and diversion of funds. Extortion payments may alleviate the negative impact of a ransomware attack, but we may be unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting such payments.

We are also dependent on security measures that some of our third-party data storage, software as a service, or cloud vendors and clients are taking to protect their own systems and infrastructures. There can be no assurance that we will not experience material disruptions or suffer material adverse effects in the future if our third-party vendors do not maintain adequate security measures, do not require their sub-contractors to maintain adequate security measures, do not perform as anticipated and in accordance with contractual requirements, or become targets of cyber-attacks.

In providing services to clients, we often manage, utilize and store sensitive or confidential client or other third-party data, including personal data and proprietary information. Maintaining the confidentiality of proprietary, confidential and trade secret information is critical to maintaining the trust of our clients, the success of our business and the reputation of our company. Our systems, which include those of third parties on whom we rely, can fail or may not operate properly or become disabled as a result of network security failures. We are dependent on information technology networks and systems to securely process, transmit and store electronic information and to communicate with our people, clients, and vendors. As the breadth and complexity of this infrastructure continues to grow, including as a result of the increasing reliance on, and use of, mobile technologies, social media and cloud-based services, and as cyberattacks become increasingly sophisticated, we expect the risk of security incidents and cyberattacks to continue to increase.

Threat actors may leverage emerging AI technologies to develop new hacking tools and attack vectors, exploit vulnerabilities, obscure their activities, and increase the difficulty of threat attribution. Such incidents could lead to shutdowns or disruptions of or damage to our systems and those of our clients and vendors, and unauthorized disclosure of sensitive or confidential information, including personal data and proprietary business information. Such attacks, if successful, could harm our reputation, disrupt our or our clients’ business operations, cause us to incur unanticipated losses or expenses, result in unauthorized disclosures of confidential or proprietary information, cause us to lose clients and result in significant financial exposure and legal liability. Similarly, unauthorized access to or through, denial of access to, downtime or other incidents involving, our systems and third-party data storage, software as a service, or cloud vendors, could result in negative publicity, significant remediation costs, legal liability, and damage to our reputation, and could have a material adverse effect on our results of operations.

Cybersecurity threats are constantly expanding and evolving, and are becoming increasingly sophisticated and complex, increasing the difficulty and cost of detecting and defending against them and of maintaining effective security measures and protocols. There is no certainty that we or the third-party vendors on whom we

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rely can maintain the confidentiality or prevent the misuse of our own or our clients’ information, or mitigate related damages. If we fail to effectively protect our clients’ or our own confidential or proprietary information from disclosure or misuse, our financial results and our reputation would be adversely affected.

Our engagements may not contain limitations of liability, and even where they do, there can be no assurance that these are sufficient to protect us from liabilities, damages, or claims related to our data privacy and security obligations. Further, we cannot be sure that our insurance coverage will be adequate or sufficient to protect us from or to mitigate liabilities arising out of our privacy and security practices, that such coverage will continue to be available on commercially reasonable terms or at all, or that such coverage will pay future claims. In addition to experiencing a security incident, third parties may gather, collect, or infer sensitive information about us from public sources, data brokers, or other means that reveals competitively sensitive details about our organization and could be used to undermine our competitive advantage or market position.

A significant failure in our systems, telecommunications or IT infrastructure, or those of our data storage, software as a service, or cloud vendors, could disrupt our ability to perform our services or otherwise disrupt our business, which could result in a reduction of our revenue.

Our business relies on maintaining well-functioning voice and data communications, online resource management, financial, billing, timekeeping and operational record management, and client service and data processing systems. Delays in modernizing any of our information systems, whether in-house or provided by any of our third-party data storage, software as a service, and cloud vendors, or failure of any such system to work properly, could require us to expend substantial time, effort and costs to adjust our processes, implement changes or corrections, or repair or replace such systems, in order to carry out our operations, including the preparation of our financial statements. Additionally, our business activities may be materially disrupted in the event of a partial or complete failure of any of these technologies, which could be due to software malfunction, computer virus attacks, conversion errors due to system upgrades, damage from flood or fire, earthquake, power loss, telecommunications failure, human error, insider theft or misuse, technical malfunctions, unauthorized entry, hackers, ransomware, terrorism or war, demands placed on internet infrastructure by growing numbers of users and time spent online, increased bandwidth requirements or other events beyond our control. Such events could result in interruptions in service to our clients, damage to our reputation, harm to our client relationships, and reduced revenue and profitability.

Although we have disaster recovery procedures in place and insurance to protect against such contingencies, we cannot be sure that insurance or these services will continue to be available, cover all our losses or compensate us for the possible loss of clients occurring during any period that we are unable to provide business services. Additionally, our crisis management procedures, business continuity plans and disaster recovery capabilities may not be effective at preventing or mitigating the effects of such disruptions, particularly in the case of a catastrophic event. Loss of all or part of our IT infrastructure or systems for a period of time could hinder our performance or our ability to complete client projects on time which, in turn, could cause us to lose clients, lead to a reduction in revenue or otherwise materially adversely affect our business and reputation.

If we or our consolidated subsidiaries or licensees are unable to protect or enforce our trademark rights, our business could be adversely affected.

We believe that developing and maintaining our brand is critical to achieving widespread acceptance of our services and is an important element in attracting new clients, employees and potential acquisition targets, and retaining existing clients. We rely on our brand names, trademarks, trade names and service marks to distinguish our business and services from our competitors. If we or our consolidated subsidiaries or licensees are unable to adequately protect our brand, trademarks and related intellectual property rights, third parties may use brand names or trademarks similar to ours in a manner that may cause confusion or dilute our brand or trademarks, which could decrease the value of our brand. We may face uncertainties regarding the ownership, validity, and enforceability of certain trademarks that we use. For example, we have acquired certain trademarks, but we

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cannot guarantee that the assignors of those trademarks had a valid and enforceable right to these trademarks to assign to us. Further, in cases where our trademarks have been used by licensees, we may not have exercised sufficient quality control over their use of the marks.

If we do enforce our trademarks and our other intellectual property rights through litigation, we may not be successful and the litigation may result in substantial costs and diversion of resources and management attention. In the event that our trademarks are successfully challenged, the legal challenges may result in substantial costs, failure of pending trademark applications to mature to registration, cancellation of existing trademark registrations, monetary damages, and injunctions pursuant to which we could be forced to rebrand the affected services and solutions, which could result in loss of brand recognition and could have a material adverse impact on our business.

We are subject to risk as it relates to software that we license or cloud-based software that we subscribe to from third parties.

We rely on third-party service providers for certain aspects of our businesses, including third-party data storage, software as a service, and cloud vendors, to host applications and for key financial and operational systems, and we expect to expand their use in the future. Operational risks could increase as such vendors increasingly offer mobile and cloud-based software services, as certain aspects of the security of such technologies may be complex, unpredictable or beyond our control. While we conduct due diligence on these providers with respect to their security and business controls, if these controls do not operate effectively, we may not be able to rely on their software and cyber attackers may be able to exploit vulnerabilities. The usage of cloud-based software increases the risk of operational disruption should internet service be interrupted. While we have implemented business contingency and other plans to facilitate continuous internet access, sustained or concurrent service denials or similar failures could limit our ability to service our clients or otherwise operate our business. Any such event or failure could have a material adverse effect on our business, financial condition and results of operations.

Additionally, we license software from third parties, much of which is integral to our systems and our business. The licenses are generally terminable if we breach our obligations under the license agreements. If any of these relationships were terminated or if any of these vendors were to cease doing business or cease to support the applications we currently utilize, we may be forced to spend significant time and expense to replace the licensed software, and necessary replacements may not be available on reasonable terms, if at all.

Risks Related to Financial and Accounting Matters

We have identified material weaknesses in our internal control over financial reporting. If our remediation of such material weaknesses is not effective, or if we experience additional material weaknesses in the future or otherwise fail to develop and maintain effective internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired.

As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, and the rules and regulations of the applicable listing standards of the NYSE. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting, and financial compliance costs, make some activities more difficult, time-consuming, and costly, and place significant strain on our personnel, systems, and resources.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures, and internal control, over financial reporting. We are continuing to develop and refine our disclosure controls, internal control over financial reporting, and other procedures that are designed to ensure information required to be disclosed by us in our financial statements and in the reports that we will file with the SEC is

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recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers. In order to maintain and improve the effectiveness of our internal controls and procedures, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management oversight.

As a public company, we will be required to maintain internal control over financial reporting and to evaluate and determine the effectiveness of our internal control over financial reporting. Beginning with our second annual report following this offering, we will be required to provide a management report on internal control over financial reporting and our auditors may be required to formally attest to the effectiveness of our internal control over financial reporting once we are no longer an “emerging growth company.” Neither we nor our independent registered public accounting firm were required to, and therefore did not, perform an evaluation of our internal control over financial reporting as of or for any period included in our financial statements, nor any period subsequent in accordance with the provisions of the Sarbanes-Oxley Act. However, in connection with the preparation of our consolidated financial statements, we identified material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

In connection with the audit of our consolidated financial statements as of and for the years ended December 31, 2023 and 2024, we and our independent registered public accounting firm identified certain material weaknesses. The material weaknesses identified relate to (i) information technology general controls, including in the areas of restriction of privileged access, user provisioning and de-provisioning, periodic user access reviews, authentication settings, and change management, and (ii) inadequate design and maintenance of detective controls over period end financial reporting, including review controls over journal entries, reconciliations and account analyses, and evaluation of technical accounting matters. We have concluded that these material weaknesses arose because, as a private company, we did not have the necessary business processes, systems, personnel, and related internal controls necessary to satisfy the accounting and financial reporting requirements of a public company.

We have taken and will continue to take action to improve our internal control over financial reporting and remediate these material weaknesses, including:

• consulting with experts on evaluation of technical accounting matters;

• performing a risk assessment over the organization and information technology systems used as part of financial reporting, and identifying control activities to be implemented in response to the identified risks, which will include improving IT general controls, period end financial reporting controls including journal entries, reconciliations, account analysis, and evaluation of technical accounting matters;

• engaging a third-party provider to help us assess and improve our internal control over financial reporting in preparation for compliance with Section 404; and

• hiring additional qualified accounting and financial reporting personnel to support our accounting processes and procedures and supplement our internal resources in our computation processes.

While management is making improvements to our control environment and business processes to support and scale with our growing operations, the identified material weaknesses remain un-remediated. We may not be able to fully remediate these material weaknesses until these steps have been completed and the internal controls have been operating effectively for a sufficient period of time. This evaluation process, including testing the effectiveness of the remediation efforts, may be concluded prior to December 31, 2025, but may extend into 2026. Additionally, as stated above, we have not performed an evaluation of our internal control over financial reporting; accordingly, we cannot ensure that we have identified all, or that we will not in the future have

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additional, material weaknesses. Material weaknesses may still exist when we report on the effectiveness of our internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act, beginning with our second annual report after the completion of this offering.

The process of designing and implementing internal control over financial reporting required to comply with the disclosure and attestation requirements of Section 404 of the Sarbanes-Oxley Act will be time consuming and costly. If during the evaluation and testing process we identify additional material weaknesses in our internal control over financial reporting or determine that existing material weaknesses have not been remediated, our management will be unable to assert that our internal control over financial reporting is effective. Even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm may conclude that there are material weaknesses with respect to our internal control over financial reporting. If we are unable to assert that our internal control over financial reporting is effective, or when required in the future, if our independent registered public accounting firm is unable to express an unqualified opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our stock could be adversely affected and we could become subject to litigation or investigations by the stock exchange on which our securities are listed, the SEC, or other regulatory authorities, which could require additional financial and management resources.

Further, upon becoming a public company, significant resources and management oversight will be required. As a result, management’s attention may be diverted from other business concerns, which could harm our business, operating results, financial condition, and future prospects.

We may require additional capital to support the growth of our business, and this capital might not be available on acceptable terms, or not available at all.

We may require additional cash resources due to changed business conditions or other future developments to support the growth of our business, including any investments, new or enhanced service offerings, or acquisitions that we pursue. We maintain a $20.0 million revolving line of credit (the Credit Agreement) with a financial institution, which is collateralized by substantially all the assets of Andersen Tax Holdings LLC and contains certain financial and liquidity covenants. Andersen Tax Holdings LLC was in compliance with all covenants, and had no cash borrowings under the Credit Facility, during the year ended December 31, 2024 and the six months ended June 30, 2025. If our resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain another credit facility, and we cannot be certain that such additional financing would be available on terms acceptable to us or at all. The sale of additional equity securities could result in dilution to our stockholders, and additional indebtedness would result in increased debt service costs and obligations and could impose operating and financial covenants that would further restrict our operations.

Changes to accounting standards or the estimates and assumptions we make in connection with the preparation of our consolidated financial statements could adversely affect our financial results.

Our financial statements have been prepared in accordance with GAAP. It is possible that changes in accounting standards could have a material adverse effect on our results of operations and financial position. The application of generally accepted accounting principles requires us to make estimates and assumptions about certain items and future events that affect our reported financial condition and results of operations, and our accompanying disclosure with respect to, among other things, revenue recognition and income taxes. We base our estimates on historical experience, current commitments and various other assumptions that we believe to be reasonable under the circumstances and at the time they are made. These estimates and assumptions involve the use of judgment and are subject to significant uncertainties, some of which are beyond our control. If our estimates, or the assumptions underlying such estimates, are not correct, actual results may differ materially from our estimates, and we may need to, among other things, adjust revenue or accrue additional costs that could adversely affect our results of operations.

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Our goodwill and other intangible assets could become impaired, which could lead to material non-cash charges against earnings and a material impact on our future results of operations and statement of financial position.

As of June 30, 2025, the net carrying value of our goodwill and other intangible assets totaled $30.1 million and $2.4 million, respectively. We assess these assets, including client lists, as required under GAAP to determine if there is any indication of impairment. Goodwill is required to be tested for impairment at least annually. Significant negative industry or economic trends, disruptions to our business, adverse changes resulting from new governmental policies or regulations, divestitures and sustained market capitalization declines may result in recognition of impairments. Additionally, a significant portion of the purchase price of any businesses we acquire in the future may be allocated to acquired goodwill and other intangible assets. Any impairment of goodwill or intangible assets would result in a non-cash charge against current earnings, which could lead to a material impact on our results of operations and statements of financial position.

Fluctuations in foreign currency exchange rates could adversely affect our results.

If we are successful in expanding our business and operations internationally, our international sales may be denominated in foreign currencies, and this revenue could be materially affected by currency fluctuations. A substantial majority of our revenue to date have been denominated in U.S. dollars and, therefore, we have not historically been subject to foreign currency risk. In addition, as we continue to expand internationally, we expect to incur increased expenses for employee compensation and other operating expenses at non-U.S. locations in the local currency. Fluctuations in the exchange rates between the U.S. dollar and other currencies could result in the dollar equivalent of such expenses being higher. The volatility of exchange rates depends on many factors that we cannot forecast with reliable accuracy. Moreover, significant and unforeseen changes in foreign currency exchange rates may cause us to fail to achieve any financial projections we make in the future, which could have an adverse effect on the market price of our Class A common stock. Although we may in the future decide to undertake foreign exchange hedging transactions to cover a portion of our foreign currency exchange exposure, we currently do not hedge our exposure to foreign currency exchange risks. We cannot assure that any hedging techniques we may implement in the future will be successful or that our business, financial condition, and results of operations will not be materially adversely affected by fluctuations in foreign currency exchange rates.

Risks Related to Being a Public Company

We are an “emerging growth company” and we expect to elect to comply with reduced public company reporting requirements, which could make our Class A common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we are eligible for certain exemptions from various public company reporting requirements. These exemptions include, but are not limited to, (i) not being required to comply with the auditor attestation requirements of Section 404 of Sarbanes-Oxley, (ii) reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements, (iii) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved, and (iv) only being required to provide two years of audited financial statements in this prospectus. We could be an emerging growth company for up to five years after the first sale of our Class A common stock pursuant to an effective registration statement under the Securities Act of 1933, as amended (the Securities Act). However, if certain events occur prior to the end of such five-year period, including if we become a “large accelerated filer,” our annual gross revenue exceed $1.235 billion, or we issue more than $1.0 billion of non-convertible debt securities in any three-year period, we would cease to be an emerging growth company prior to the end of such five-year period. We have made certain elections with regard to the reduced disclosure obligations regarding executive compensation in this prospectus and may elect to take advantage of other reduced disclosure obligations in future filings. As a result, the information that we provide to holders of our Class A common stock may be different than you might receive

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from other public reporting companies in which you hold equity interests. We cannot predict if investors will find our Class A common stock less attractive as a result of our reliance on these exemptions. If some investors find our Class A common stock less attractive as a result of any choice we make to reduce disclosure, there may be a less active trading market for our Class A common stock and the market price for our Class A common stock may be more volatile.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act to delay adoption of new or revised accounting standards until such time as those standards apply to private companies. We have elected to “opt-in” to this extended transition period for complying with new or revised accounting standards and, therefore, we will not be subject to the same new or revised accounting standards as other public companies that comply with such new or revised accounting standards on a non-delayed basis. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

We will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives and corporate governance practices.

As a public company, and particularly after we are no longer an “emerging growth company,” we will incur significant legal, accounting, and other expenses that we did not incur as a private company, including costs resulting from public company reporting obligations under the Securities Act, the Exchange Act, or the regulations regarding corporate governance practices. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the rules of the SEC, stock exchange listing requirements, and other applicable securities rules and regulations impose various requirements on public companies, including establishment and maintenance of effective disclosure and financial controls and corporate governance practices. Our management and other personnel will devote a substantial amount of time to compliance with these requirements. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. We cannot predict or estimate the amount of additional costs we will incur as a public company or the specific timing of such costs.

Most of our management and other key personnel have little experience managing a public company and preparing public filings. In addition, we expect that our management and other key personnel will need to divert attention from other business matters to devote substantial time to the reporting and other requirements of being a public company. In particular, we expect to incur significant expense and devote substantial management effort to complying with the requirements of Section 404 of the Sarbanes-Oxley Act. We will need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge.

As a result of disclosure of information in this prospectus and in filings required of a public company, our business and financial condition will become more visible, which may result in threatened or actual litigation, including by stockholders and competitors. If such claims are successful, our business and operating results could be adversely affected, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business and operating results.

As a public company, we will be obligated to develop and maintain proper and effective internal controls over financial reporting, and if we fail to develop and maintain an effective system of internal controls over financial reporting, our ability to produce timely and accurate financial statements or to comply with applicable laws and regulations could be impaired.

Pursuant to Sarbanes-Oxley Act Section 404, we will be required to furnish a report by our management on our internal control over financial reporting beginning with our second filing of an Annual Report on Form 10-K with the SEC after we become a public company. However, while we remain an emerging growth

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company, we will not be required to include an attestation report on internal control over financial reporting issued by our independent registered public accounting firm. To achieve compliance with Sarbanes-Oxley Act Section 404 within the prescribed period, we will be engaged in a process to document and evaluate our internal control over financial reporting, which is both costly and challenging. There is a risk that we will not be able to conclude, within the prescribed timeframe or at all, that our internal control over financial reporting is effective as required by Sarbanes-Oxley Act Section 404.

In addition to the material weaknesses in internal control over financial reporting identified in connection with the preparation of our financial statements, subsequent testing by us or our independent registered public accounting firm may reveal additional deficiencies in our internal control over financial reporting that are deemed to be material weaknesses. During the evaluation and testing process of our internal controls, if we identify additional material weaknesses in our internal control over financial reporting, we will be unable to certify that our internal control over financial reporting is effective. We cannot assure you that there will not be additional material weaknesses or significant deficiencies in our internal control over financial reporting in the future. Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition or results of operations. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines we have additional material weaknesses or significant deficiency in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our Class A common stock could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

Risks Related to Our Organizational Structure

If we were deemed an “investment company” under the Investment Company Act of 1940 (the 1940 Act) as a result of our ownership of AT Umbrella LLC and its consolidated subsidiaries, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.

Under the Investment Company Act of 1940, as amended (the Investment Company Act), absent an applicable exemption, a company generally will be deemed to be an “investment company” if (a) it is in the business of investing, reinvesting, owning, holding, or trading in securities and (b) it owns or proposes to acquire “investment securities” having a value exceeding 40% of its total assets (other than U.S. government securities and cash items) on an unconsolidated basis. We do not believe that we or any of our subsidiaries are an “investment company” for purposes of the Investment Company Act, including in part, because neither we nor any of our subsidiaries are in the business of investing, reinvesting, owning, holding, or trading in securities. However, if we were deemed to be an “investment company” as a result of our ownership of AT Umbrella LLC and its consolidated subsidiaries, we would have to comply with a variety of substantive requirements under the Investment Company Act that impose, among other things, limitations on capital structure, restrictions on specified investments, prohibitions on transactions with affiliates, and compliance with reporting, record keeping, voting, proxy disclosure and other rules and regulations that would increase our operating and compliance costs, could make it impractical for us to continue our business as contemplated, and could have a material adverse effect on our business.

Our principal asset is our interest in AT Umbrella LLC and, accordingly, we depend on distributions from AT Umbrella LLC to pay our taxes and expenses, including payments under the Tax Receivable Agreement, which distributions AT Umbrella LLC may be restricted from making.

Andersen Group Inc. is a holding company, and after this offering and the related reorganization transactions, its sole material asset will be its indirect ownership interests in Andersen Tax Holdings LLC through its ownership of approximately % of the Class X Umbrella Units in AT Umbrella LLC, which in turn

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will own all ownership interests in Andersen Tax LLC. As such, we have no independent means of generating revenue or cash flow, and our ability to pay our taxes, satisfy our obligations under the Tax Receivable Agreement, pay operating expenses or declare and pay dividends, if any, in the future depends on the financial results and cash flows of AT Umbrella LLC and its subsidiaries. There can be no assurance that AT Umbrella LLC and its subsidiaries will generate sufficient cash flow to distribute funds to us or that applicable state law and contractual restrictions, including negative covenants in debt instruments of AT Umbrella LLC and its subsidiaries, will permit such distributions.

AT Umbrella LLC is treated as a partnership for U.S. federal income tax purposes and, as such, is not subject to any entity-level U.S. federal income tax. Instead, for U.S. federal income tax purposes, taxable income of AT Umbrella LLC is allocated to Andersen Group Inc., the other Class X Umbrella Unit holders and LTIP Unit holders. Accordingly, Andersen Group Inc. will incur income taxes on our distributive share of any net taxable income of AT Umbrella LLC. Under the terms of the AT Umbrella Amended and Restated Limited Liability Company Agreement, AT Umbrella LLC is obligated to make tax distributions to holders of economic interests in AT Umbrella (including holders of Class X Umbrella Units, LTIP Units, the CA Notes and the HO Note). In addition to tax expenses, we will incur expenses related to our operations, including obligations to make payments under the Tax Receivable Agreement. Due to the uncertainty of various factors, we cannot reasonably quantify the likely tax benefits we may realize as a result of the purchases of Class X Umbrella Units from the other Class X Umbrella Unit holders or as a result of Class X Umbrella Unit exchanges in the future or other tax benefits related to our entering into or making payments under the Tax Receivable Agreement, and therefore we cannot reasonably quantify the resulting amounts we are likely to pay out to other holders of Class X Umbrella Units pursuant to the Tax Receivable Agreement; however, we estimate that such payments will be substantial.

We expect that AT Umbrella LLC will make distributions to holders of economic interests in AT Umbrella (including holders of Class X Umbrella Units, LTIP Units, the CA Notes and the HO Note), in respect of the U.S. federal, state and local income tax liability attributable to each holder’s allocable share of taxable income of AT Umbrella LLC, calculated using an assumed tax rate equal to the highest marginal tax rate for a natural person resident in the state of the United States that has the highest individual income tax rates. Tax distributions will be made quarterly, on an estimated basis. Tax distributions made in respect of Class X Umbrella Units (but not LTIP Units) generally will be made pro rata in respect of such Units, as described in the AT Umbrella Amended and Restated Limited Liability Company Agreement. Tax distributions made to a member of AT Umbrella LLC generally will be treated as an advance of and shall be credited against future distributions to such member, and no adjustments will be made to the exchange ratio of Class X Umbrella Units for shares of our Class A common stock upon the exercise of the redemption rights described above to account for prior tax distributions (and tax distributions paid prior to such an exercise of redemption rights will not reduce distributions otherwise payable to us in respect of Class X Umbrella Units acquired in connection with the exercise of such redemption rights).

However, AT Umbrella LLC’s ability to make such distributions may be subject to various limitations and restrictions, such as restrictions on distributions that would violate either any contract or agreement to which AT Umbrella LLC or any of its subsidiaries is then a party, including debt agreements, or any applicable law, or that would have the effect of rendering AT Umbrella LLC or its subsidiaries insolvent. If we do not have sufficient funds to pay our taxes or other liabilities or to fund our operations, we may have to borrow funds, which could materially adversely affect our liquidity and financial condition and subject us to various restrictions imposed by any such lenders. To the extent that we are unable to make payments under the Tax Receivable Agreement, such payments generally will be deferred and will accrue interest until paid. Nonpayment for a specified period, however, may constitute a breach of a material obligation under the Tax Receivable Agreement and therefore accelerate payments due under the Tax Receivable Agreement, unless, generally, such nonpayment is due to a lack of sufficient funds or is prevented by any debt agreement to which AT Umbrella LLC or its subsidiaries is a party. See the sections titled “—Risks Related to this Offering and Our Class A Common Stock,” “Dividend Policy,” “Organizational Structure—Tax Receivable Agreement” and “Organizational Structure—Amended and Restated Limited Liability Company Agreement of AT Umbrella LLC.”

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The Tax Receivable Agreement with the TRA Parties requires us to make cash payments to them in respect of certain tax benefits to which we may become entitled, and the CA Notes and HO Note require AT Umbrella LLC to make cash payments to Aggregator. We expect that the payments we and AT Umbrella LLC will be required to make under these arrangements will be substantial.

In connection with the completion of this offering, Andersen Group Inc. will enter into the Tax Receivable Agreement with Aggregator, which will require us to pay to certain holders of Class X Umbrella Units who are or may become parties to the Tax Receivable Agreement from time to time 85% of the tax benefits, if any, that we actually realize, or, in some circumstances, are deemed to realize, as a result of (i) any increase in tax basis in the assets of AT Umbrella LLC and its flow-through subsidiaries resulting from purchases of Class X Umbrella Units from such Class X Umbrella Unit holders with the proceeds of this offering or resulting from exchanges of Class X Umbrella Units for shares of our Class A common stock or cash in the future; and (ii) certain other tax benefits related to our entering into the Tax Receivable Agreement, including tax benefits attributable to payments that we make under the Tax Receivable Agreement. Due to the uncertainty of various factors, we cannot reasonably quantify the likely tax benefits we may realize as a result of the purchases of Class X Umbrella Units from such Class X Umbrella Unit holders or as a result of Class X Umbrella Units exchanges in the future or other tax benefits related to our entering into or making payments under the Tax Receivable Agreement, and therefore we cannot reasonably quantify the resulting amounts that we are likely to pay out pursuant to the Tax Receivable Agreement; however, we estimate that such payments will be substantial. See the section titled “Organizational Structure—Tax Receivable Agreement.” Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we determine. Any payments made by us under the Tax Receivable Agreement generally will reduce the amount of overall cash flow that otherwise might have been available to us (including for reinvestment). To the extent that we are unable to make payments under the Tax Receivable Agreement, such payments generally will be deferred and will accrue interest until paid. Nonpayment for a specified period, however, may constitute a breach of a material obligation under the Tax Receivable Agreement and therefore accelerate payments due under the Tax Receivable Agreement, unless, generally, such nonpayment is due to a lack of sufficient funds or is prevented by any debt agreement to which AT Umbrella LLC or any of its subsidiaries is a party. The payments under the Tax Receivable Agreement also are not conditioned upon the beneficiaries thereof maintaining a continued ownership interest in AT Umbrella LLC or us.

The actual amount and timing of any payments under the Tax Receivable Agreement will vary depending upon a number of factors, including the timing of exchanges by AT Umbrella LLC, the amount of gain recognized by the other Class X Umbrella Unit holders upon exchanges or purchases of Class X Umbrella Units, the amount and timing of the taxable income we generate in the future and the federal tax rates then applicable. See the section titled “Organizational Structure—Tax Receivable Agreement.”

In connection with the reorganization transactions, AT Umbrella LLC will issue two types of promissory notes to Aggregator representing (1) the HO Note and (2) the CA Notes. We expect the HO Note to accrue interest at 7.50% payable over eight years. We expect the CA Notes to accrue interest between 6.50% to 7.50% payable over one to seven years. The aggregate principal amount of the CA Notes is subject to a true-up mechanism following the issuance of these notes to reflect the final calculation of the amount of the related Member Notes, which must be determined on or before December 31, 2025. As a result, the principal amount of the CA Notes could increase or decrease to reflect the aggregate amount of the true-up adjustments. See the sections titled “Organizational Structure—Retiring and Retired Member Class H Aggregator Units” and “Organizational Structure—Capital Account Installment Notes.” To the extent that AT Umbrella LLC is unable to make payments under the CA Notes and HO Note, such payments generally will be deferred and will accrue interest until paid. Any payments made by AT Umbrella LLC under the CA Notes and HO Note generally will reduce the amount of overall cash that otherwise might have been available for our use (including for reinvestment).

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In certain cases, payments under the Tax Receivable Agreement may be accelerated and significantly exceed the actual benefits, if any, we realize in respect of the tax attributes subject to the Tax Receivable Agreement and may impair our ability to consummate change of control transactions or negatively impact the value received by holders of our Class A common stock.

The Tax Receivable Agreement provides that if (i) certain mergers, asset sales, other forms of business combination or other changes of control were to occur, (ii) we breach any of our material obligations under the Tax Receivable Agreement or (iii) at any time, we elect an early termination of the Tax Receivable Agreement, then the Tax Receivable Agreement will terminate and our obligations, or our successor’s obligations, to make payments under the Tax Receivable Agreement will accelerate and become immediately due and payable. The amount due and payable in that circumstance is based on certain assumptions, including an assumption that we will have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the Tax Receivable Agreement. See the section titled “Organizational Structure—Tax Receivable Agreement.” We may need to incur debt to finance payments under the Tax Receivable Agreement to the extent our cash resources are insufficient to meet our obligations under the Tax Receivable Agreement as a result of timing discrepancies or otherwise.

As a result of a change in control, material breach or our election to terminate the Tax Receivable Agreement early, (i) we could be required to make cash payments to the TRA Parties that are greater than the specified percentage of the actual benefits we ultimately realize in respect of the tax benefits that are subject to the Tax Receivable Agreement and (ii) we would be required to make an immediate cash payment equal to the anticipated future tax benefits that are the subject of the Tax Receivable Agreement discounted in accordance with the Tax Receivable Agreement which payment may be made significantly in advance of the actual realization, if any, of such future tax benefits. In these situations, our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combination, or other changes of control, or reducing the consideration in connection with any such change of control transaction than the consideration that would have been paid in the absence of such obligations. There can be no assurance that we will be able to finance our obligations under the Tax Receivable Agreement.

Our organizational structure, including the Tax Receivable Agreement, confers certain benefits upon the other Class X Umbrella Unit holders that will not benefit the other holders of our Class A common stock to the same extent.

Our organizational structure, including the Tax Receivable Agreement, confers certain benefits upon the other Class X Umbrella Units holders that will not benefit the other holders of our Class A common stock to the same extent. Andersen Group Inc. will enter into a Tax Receivable Agreement with Aggregator, which will require us to pay to certain holders of Class X Umbrella Units who are or may become parties to the Tax Receivable Agreement from time to time 85% of the amount of tax benefits, if any, that we actually realize, or in some circumstances are deemed to realize, as a result of (i) any increase in tax basis in the assets of AT Umbrella LLC and its flow-through subsidiaries resulting from purchases of Class X Umbrella Units from such Class X Umbrella Unit holders with the proceeds of this offering or resulting from exchanges of Class X Umbrella Units for shares of our Class A common stock or cash in the future; and (ii) certain other tax benefits related to our entering into the Tax Receivable Agreement, including tax benefits attributable to payments that we make under the Tax Receivable Agreement. Due to the uncertainty of various factors, we cannot reasonably quantify the likely tax benefits we may realize as a result of the purchases of Class X Umbrella Units from the other Class X Umbrella Unit holders or as a result of the Class X Umbrella Units exchanges in the future or other tax benefits related to our entering into or making payments under the Tax Receivable Agreement and therefore we cannot reasonably quantify resulting amounts that we are likely to pay out pursuant to the Tax Receivable Agreement; however, we estimate that such payments will be substantial. See the section titled “Organizational Structure—Tax Receivable Agreement.” Although we will retain 15% of the amount of such tax benefits, this and other aspects of our organizational structure may adversely impact the future trading market for the Class A

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common stock. In addition, our organizational structure, including the Tax Receivable Agreement, imposes additional compliance costs and requires a substantial amount of resources that would not be required of a company with a simpler organizational structure.

We may not be able to realize all or a portion of the tax benefits that are currently expected to result from the tax attributes covered by the Tax Receivable Agreement and from payments made under the Tax Receivable Agreement.

Our ability to realize the tax benefits that we currently expect as a result of the tax attributes covered by the Tax Receivable Agreement, the payments made pursuant to the Tax Receivable Agreement, and the interest deductions imputed under the Tax Receivable Agreement all depend on a number of assumptions, including that we will earn sufficient taxable income each year during the period over which such deductions are available and that there are no adverse changes in applicable law or regulations. If our actual taxable income were insufficient or there were adverse changes in applicable law or regulations, we may be unable to realize all or a portion of the expected tax benefits and our cash flows and shareholders’ equity could be negatively affected. See the section titled “Organizational Structure—Tax Receivable Agreement.”

The U.S. Internal Revenue Service (the IRS) might challenge the tax benefits we receive in connection with this offering and related transactions or in connection with future acquisitions of Class X Umbrella Units. As a result, it is possible that we could make cash payments under the Tax Receivable Agreement that are substantially greater than our actual cash tax savings.

Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we determine at the time of the payments. Although we are not aware of any issue that would cause the IRS to challenge a tax basis increase, we will not be reimbursed for any cash payments previously made under the Tax Receivable Agreement if any tax benefits initially claimed by us are subsequently disallowed, in whole or in part, by the IRS or other applicable taxing authority. For example, if the IRS later asserts that we did not obtain a tax basis increase, among other potential challenges, then we would not be reimbursed for any cash payments previously made under the Tax Receivable Agreement with respect to such tax benefits that we had initially claimed. Instead, any excess cash payments made by us to a party to the Tax Receivable Agreement will be netted against future cash payments, if any, that we otherwise would be required to make to such party under the terms of the Tax Receivable Agreement. Any tax benefits initially claimed by us may not be disallowed for a number of years following the initial time of such payment or, even if challenged earlier, such excess cash payment may be greater than the amount of future cash payments that we otherwise might be required to make under the terms of the Tax Receivable Agreement. Accordingly, there may not be sufficient future cash payments against which to net. The applicable U.S. federal income tax rules are complex and their application to certain aspects of our structure are uncertain and there is no explicit authority in this regard. Therefore, there can be no assurance that the IRS or a court will not disagree with our tax reporting positions. As a result, it is possible that we could make cash payments under the Tax Receivable Agreement that are substantially greater than our actual cash tax savings.

AT Umbrella LLC may make distributions of cash to us in excess of the amounts we use to make distributions to our stockholders and pay our expenses (including our taxes and payments under the Tax Receivable Agreement). To the extent we do not distribute such excess cash as dividends on our Class A common stock, the other Class X Umbrella Unit holders would benefit from any value attributable to such cash as a result of their ownership of Class A common stock upon a redemption or exchange of their Class X Umbrella Units.

Following the completion of this offering, we will receive a portion of any distributions made by AT Umbrella LLC to us, Aggregator and the LTIP Unit holders. Any cash received by us from such distributions will first be used by us to satisfy any tax liability and then to make any payments required under the Tax Receivable Agreement. Subject to limitations imposed by applicable law and contractual restrictions (including pursuant to our debt instruments and any future debt instruments) and our having available cash, the AT Umbrella Amended

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and Restated Limited Liability Company Agreement requires AT Umbrella LLC to make certain distributions to us, the other Class X Umbrella Unit holders and the LTIP Unit holders to facilitate the payment of taxes with respect to the income of AT Umbrella LLC that is allocated to us and them. These distributions are based on an assumed tax rate, and to the extent the distributions we receive exceed the amounts actually required by us to pay taxes, Tax Receivable Agreement payments, and other expenses, we will not be required to distribute such excess cash to our stockholders. Our board of directors may, in its sole discretion, choose to use such excess cash for any purpose, including (i) to make distributions to the holders of our Class A common stock, (ii) to acquire additional newly issued Class X Umbrella Units, and/or (iii) to repurchase outstanding shares of our Class A common stock. Unless and until our board of directors chooses, in its sole discretion, to declare a distribution, we will have no obligation to distribute such cash (or other available cash other than any declared dividend) to our stockholders.

No adjustments to the redemption or exchange ratio of Class X Umbrella Units for shares of our Class A common stock will be made as a result of either (i) any cash distribution by us or (ii) any cash that we retain and do not distribute to our stockholders. To the extent we do not distribute such cash as dividends on our Class A common stock and instead, for example, hold such cash balances, buy additional Class X Umbrella Units or lend them to AT Umbrella LLC, this may result in shares of our Class A common stock increasing in value relative to the Class X Umbrella Units. The other holders of Class X Umbrella Units may benefit from any value attributable to such cash balances if they acquire shares of Class A common stock in redemption of or exchange for their Class X Umbrella Units or if we acquire additional Class X Umbrella Units (whether from AT Umbrella LLC or from other holders of Class X Umbrella Units) at a price based on the market price of our Class A common stock at the time, notwithstanding that such holders may have participated previously as holders of Class X Umbrella Units in distributions that resulted in such cash balances to us. See the sections titled “Certain Relationships and Related Party Transactions—Amended and Restated Limited Liability Company Agreement of AT Umbrella LLC” and “Dividend Policy” for further information.

The members of AT Umbrella LLC, including us, may have conflicting interests.

Holders of Class X Umbrella Units have the right to consent to certain amendments to the AT Umbrella Amended and Restated Limited Liability Company Agreement, as well as to certain other matters. Holders of these voting rights may exercise them in a manner that conflicts with the interests of shareholders of Andersen Group Inc. Circumstances may arise in the future when the interests of the other Class X Umbrella Unit holders conflict with the interests of our shareholders. Since Andersen Group Inc. is the managing member of AT Umbrella LLC, we have certain obligations to the other members of AT Umbrella LLC that may conflict with fiduciary duties our officers and directors owe to our shareholders. These conflicts may result in decisions that are not in the best interests of our shareholders.

If AT Umbrella LLC were to become a publicly traded partnership for U.S. federal income tax purposes, we and AT Umbrella LLC might be subject to potentially significant tax inefficiencies, and we would not be able to recover payments previously made under the Tax Receivable Agreement even if the corresponding tax benefits were subsequently determined to have been unavailable due to such publicly traded partnership status. Even as a partnership for U.S. federal income tax purposes, AT Umbrella LLC could become liable for amounts resulting from adjustments to its tax returns for prior years.

We intend to operate such that AT Umbrella LLC does not become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. A “publicly traded partnership” is a partnership the interests of which are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof. Under certain circumstances, transfers of units of AT Umbrella LLC could cause AT Umbrella LLC to be treated as a publicly traded partnership. Applicable U.S. Treasury regulations provide for certain safe harbors to avoid treatment as a publicly traded partnership, and we intend to operate such that AT Umbrella LLC qualifies for one or more of such safe harbors, although it may be unable to do so, or satisfaction of a safe harbor may be subject to varying interpretation. In addition, from time to time the U.S. Congress has

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considered legislation to change the tax treatment of partnerships and there can be no assurance that any such legislation will not be enacted or if enacted will not be adverse to us.

If AT Umbrella LLC were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, we might be subject to potentially significant tax inefficiencies, including as a result of our inability to file a consolidated U.S. federal income tax return with AT Umbrella LLC. In addition, we may not be able to realize tax benefits covered under the Tax Receivable Agreement and would not be able to recover any payments previously made by us under the Tax Receivable Agreement, even if the corresponding tax benefits (including any claimed increase in the tax basis of AT Umbrella LLC’s assets) were subsequently determined to have been unavailable.

Even if AT Umbrella LLC continues to be treated as a partnership for U.S. federal income tax purposes, certain adjustments to AT Umbrella LLC’s tax return (or any tax returns of any subsidiary of AT Umbrella LLC that is treated as a partnership for U.S. federal income tax purposes) for prior years may result in liabilities for AT Umbrella LLC. Legislation that is effective for taxable years beginning after December 31, 2017, may impute liability for adjustments to a partnership’s tax return on the partnership itself with respect to taxable years of the partnership that are open to adjustment in certain circumstances, absent an election to the contrary. AT Umbrella LLC (or any subsidiary of AT Umbrella LLC that is treated as a partnership for U.S. federal income tax purposes) may be subject to material liabilities pursuant to this legislation and related guidance if, for example, its calculations of taxable income are incorrect.

Risks Related to this Offering and Our Class A Common Stock

No public market currently exists for our Class A common stock, and there can be no assurance that an active public market for our Class A common stock will develop.

Prior to this offering, there has been no public market for our Class A common stock. The initial public offering price for our Class A common stock will be determined through negotiations between us and the representatives of the underwriters and may not be indicative of the market price of our Class A common stock after this offering. If you purchase shares of our Class A common stock, you may not be able to resell those shares of Class A common stock at or above the initial public offering price. We cannot predict the extent to which investor interest in our Class A common stock will lead to the development of an active trading market or how liquid that market might become. If an active public market for our Class A common stock does not develop, or is not sustained, it may be difficult for you to sell your Class A common stock at a price that is attractive to you or at all.

The market price of our Class A common stock could be volatile and you may not be able to resell your shares at or above our initial public offering price. Declines in the market price of Class A common stock could subject us to litigation.

The trading prices of the securities of many companies have historically been highly volatile, and the financial and other capital markets have been unusually volatile. Accordingly, the market price of our Class A common stock could be subject to wide fluctuations for many reasons, many of which are beyond our control, including those described in this “Risk Factors” section and others such as:

• actual variations in our operating results and other financial and operational metrics, including the key business metrics disclosed in this prospectus, as well as how those results and metrics compare to analyst and investor expectations;

• speculation about our operating results;

• failure of analysts to initiate or maintain coverage of our company, changes in their estimates of our operating results or changes in recommendations by analysts that follow our Class A common stock;

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• the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;

• announcements of new services, strategic alliances, strategic initiatives or significant agreements or other developments by us or our competitors;

• announcements by us or our competitors of mergers or acquisitions or rumors of such transactions involving us or our competitors;

• rumors and market speculation involving us or other companies in our industry, which may include short seller reports;

• the impact of regulatory changes, tariffs or other trade actions;

• changes in our senior management or other key personnel or departures of large groups of our Managing Directors;

• cybersecurity breaches or other issues;

• the strength of the global economy or the economy in the jurisdictions in which we operate, and market conditions in our industry;

• any coordinated trading activities or large derivative positions in our Class A common stock;

• litigation or other claims against us;

• unfavorable news or other events regarding us which negatively affect our brand or reputation;

• the number of shares of our Class A common stock that are available for public trading; and

• any other factors discussed in this prospectus.

In addition, if the market for the stock of professional services companies or the stock market in general experiences a loss of investor confidence, the market price of our Class A common stock could decline for reasons unrelated to our business, results, and growth prospects. The market price of our Class A common stock might also decline in reaction to events that affect other companies, even if those events do not directly affect us. Some companies that have experienced volatility in the trading price of their stock have been the subject of securities class action litigation. If we are the subject of such litigation, it could result in substantial costs and could divert our management’s attention and resources, which could adversely affect our business.

We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

We currently intend to use the proceeds of this offering to acquire a number of newly issued Class X Umbrella Units equal to the number of shares of Class A common stock issued in this offering from AT Umbrella LLC, at a purchase price equal to the initial public offering price of Class A common stock after deducting underwriting discounts and commissions. We currently intend to cause AT Umbrella LLC to use the proceeds it receives from the sale of Class X Umbrella Units to us to pay fees and expenses in connection with this offering and the reorganization transactions and for other general corporate purposes. We also intend to cause AT Umbrella LLC to use the net proceeds for investments in technology, infrastructure, training and strategic acquisitions of, or investments in, other businesses or technologies that we believe will complement our current business and expansion strategies, although we do not currently have any agreements or commitments for any specific material acquisitions or investments. Our management will have broad discretion in the application of the net proceeds from this offering that have not otherwise been identified for particular purposes described in the section titled “Use of Proceeds.” Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. Our management might not apply our net proceeds in ways that ultimately increase the value of your investment, and the failure by our management to apply these funds effectively could harm our business. Pending their use, we may invest the net proceeds from this offering in short- and intermediate-term interest-bearing obligations,

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investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government. These investments may not yield a favorable return to our stockholders. If we do not invest or apply the net proceeds from this offering in ways that enhance stockholder value, we may fail to achieve expected results, which could cause the market price of our Class A common stock to decline.

The dual-class structure of our common stock has the effect of concentrating voting control with Aggregator, which will hold in the aggregate   % of the combined voting power of our outstanding capital stock following the completion of this offering. This ownership will limit or preclude your ability to influence corporate matters, including the election of directors, amendments of our organizational documents, and any major corporate transaction requiring stockholder approval, including change of control transactions.

Our Class B common stock has ten votes per share, and our Class A common stock, which is the stock we are selling in this offering, has one vote per share. Upon completion of this offering, Aggregator will hold all outstanding shares of our Class B common stock. As a result, immediately following the completion of this offering, and after giving effect to the reorganization transactions described under the section titled “Organizational Structure,” Aggregator will hold   % of the combined voting power of our outstanding capital stock, assuming no exercise by the underwriters of their over-allotment option and therefore will be able to control all matters submitted to our stockholders for approval.

This concentrated control will limit or preclude your ability to influence corporate matters for the foreseeable future, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring stockholder approval. In addition, this may prevent or discourage unsolicited acquisition proposals or offers for our capital stock that you may feel are in your best interests as one of our stockholders.

Further, we cannot predict whether our dual-class structure, combined with the concentrated control of Aggregator, will result in a lower or more volatile market price of our Class A common stock or in negative publicity or other adverse consequences.

Sales of a substantial number of shares of our Class A common stock in the public market by our existing stockholders following this offering could cause the market price of our Class A common stock to decline.

Upon the completion of this offering, we will have      shares of Class A common stock (or    shares if the underwriters exercise their over-allotment option in full) outstanding, excluding     shares of Class A common stock that would be issued if all outstanding Class X Umbrella Units held by Aggregator were exchanged for a corresponding number of newly issued shares of Class A common stock. All of the shares sold in this offering will be freely tradable without further restriction or registration under the Securities Act. The      shares of Class A common stock that would be issued if all outstanding Class X Umbrella Units held by Aggregator were exchanged for a corresponding number of newly issued shares of Class A common stock, will be deemed “restricted securities,” as that term is defined under Rule 144 of the Securities Act.

Each of Andersen Group Inc.’s executive officers and directors are subject to lock-up restrictions with the underwriters during the period ending 180 days after the date of this prospectus that prevents them from selling their shares prior to the expiration of this lock-up period, subject to certain exceptions. Morgan Stanley & Co. LLC and UBS Securities LLC may permit our executive officers or directors to sell shares prior to the expiration of the restrictive provisions contained in the “lock-up” agreements with the underwriters. In addition, Mr. Vorsatz, our Chairman and Chief Executive Officer, has entered into an additional lock-up restriction with us that prevents him from selling his shares during a period ending 18 months after the date of this prospectus, which restriction may only be waived by our board of directors. Further, the Aggregator Limited Liability Company Agreement will contractually restrict the ability of Andersen Managing Directors to sell their shares during the period ending 180 days after the date of this prospectus, subject to certain exceptions. We have agreed with the underwriters that

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we will not waive, modify or amend such transfer restrictions during the period ending 180 days after the date of this prospectus without the consent of Morgan Stanley & Co. LLC and UBS Securities LLC. See the sections titled “Description of Capital Stock—Redemption, Transferability and Exchange,” “Underwriters” and “Shares Eligible for Future Sale” for a more complete description of the lock-up agreements that we and our executive officers and directors have entered into with the underwriters and pursuant to agreements with us.

After the lock-up agreements and related transfer restrictions pertaining to this offering expire, up to an additional     shares of Class A common stock (which are issuable upon exchange of an equal amount of Class X Umbrella Units and forfeiture of corresponding shares of Class B common stock) will be eligible for sale in the public market, subject to various vesting and transfer restrictions, including those described in the section titled “Organizational Structure—Vesting and Transfer Restrictions of Aggregator Members.” The market price of our Class A common stock could decline as a result of the sale of a substantial number of our shares in the public market or the perception in the market that the holders of a large number of shares intend to sell their shares.

We intend to file one or more registration statements on Form S-8 under the Securities Act to register shares of our Class A common stock or securities convertible into or exchangeable for shares of our Class A common stock issued pursuant to our 2025 Equity Incentive Plan. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market.

In the future, we may also issue our securities in connection with investments or acquisitions. The number of shares of our Class A common stock (or securities convertible into or exchangeable for our Class A common stock) issued in connection with an investment or acquisition could constitute a material portion of our then-outstanding shares of Class A common stock. As restrictions on resale end, the market price of our shares of Class A common stock could drop significantly if the holders of these restricted shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of our Class A common stock or other securities or to use our Class A common stock as consideration for acquisitions of other businesses, investments or other corporate purposes.

If you purchase our Class A common stock in this offering, you will incur immediate and substantial dilution.

The initial public offering price is substantially higher than the pro forma as adjusted net tangible book value per share of our Class A common stock of $   per share as of June 30, 2025. Investors purchasing common stock in this offering will pay a price per share that substantially exceeds the net tangible book value per share. As a result, investors purchasing common stock in this offering will incur immediate dilution of $    per share, based on the initial public offering price of $    per share, the midpoint of the price range set forth on the cover page of this prospectus.

Future sales and issuances of our Class A common stock or rights to purchase or acquire common stock could result in additional dilution to our stockholders and could cause the market price of our Class A common stock to decline.

After this offering, we will have    shares of Class A common stock authorized but unissued, including    shares of Class A common stock issuable upon exchange of Class X Umbrella Units and forfeiture of corresponding shares of Class B common stock that will be held by Aggregator. We may issue additional Class A common stock, convertible securities, preferred stock or other equity following the completion of this offering. We will also admit new Managing Directors from time to time, who we currently expect will become indirect owners of Class X Umbrella Units or LTIP Units of AT Umbrella LLC along with paired shares of Class B common stock, each held indirectly through Aggregator. LTIP Units are exchangeable into Class X Umbrella Units when certain conditions are met. We may alternatively admit new Managing Directors to whom we will issue Class A common stock and/or Class B common stock. We also expect to issue Class A common stock to our

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employees, directors, and other service providers pursuant to our equity incentive plan. Such issuances could be dilutive to investors and could cause the market price of our Class A common stock to decline. New investors in such issuances could also receive rights senior to those of holders of our Class A common stock. Similarly, the AT Umbrella Amended and Restated Limited Liability Company Agreement permits AT Umbrella LLC to issue an unlimited number of additional limited liability company interests of AT Umbrella LLC with designations, preferences, rights, powers and duties that are different from, and may be senior to, those applicable to the Class X Umbrella Units, and which may be exchangeable for shares of our Class A common stock. In the future, we may also issue additional securities if we need to raise capital, including, but not limited to, in connection with acquisitions, which could constitute a material portion of our then-outstanding shares of Class A common stock. Any such issuance could substantially dilute the ownership and voting power of our existing stockholders and cause the market price of our Class A common stock to decline.

We will be a “controlled company” within the meaning of NYSE rules and, as a result, will qualify for, and intend to rely on, exemptions and relief from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.

After the completion of the reorganization transactions and this offering, Aggregator will hold   % of the combined voting power of our outstanding capital stock (or   % of the combined voting power of our outstanding capital stock if the underwriters exercise their over-allotment option in full). Aggregator will therefore have the ability to determine all matters requiring approval by our stockholders, including the election of our directors, amendment of our governing documents, and approval of major corporate transactions. Because Aggregator will control a majority of the voting power of our outstanding capital stock, Andersen Group Inc. will be a “controlled company” within the meaning of the NYSE corporate governance standards. Under these corporate governance standards, a company of which more than 50% of the voting power in the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, namely the requirements to have a majority of directors be independent, to have a compensation committee and to have an independent nominating function. Following this offering, we intend to have a majority of our board of directors be independent and to have an independent compensation committee in addition to an independent audit committee. While our compensation committee will be fully independent, certain actions typically taken by a compensation committee under NYSE rules will instead be taken by the full board in reliance on the “controlled company” exemption, including that our full board of directors will determine and approve our CEO’s compensation, based on recommendations from our compensation committee. In addition, we do not intend to have a nominating committee. The typical functions of this committee will be addressed by our full board of directors. For as long as the “controlled company” exemption is available, our board of directors in the future may not consist of a majority of independent directors and may not have an independent nominating committee or compensation committee. As a result, you may not have the same protections afforded to stockholders of companies that are subject to all of the NYSE rules regarding corporate governance. Use of the controlled company exemptions could cause our Class A common stock to be less attractive to certain investors or otherwise cause the market price of our Class A common stock to decline.

If industry or financial analysts do not publish research or reports about our business, or if they issue inaccurate or unfavorable research regarding our Class A common stock, our stock price and trading volume could decline.

The market for our Class A common stock will be influenced by the research and reports that industry or financial analysts publish about us or our business. We do not control these analysts or the content and opinions included in their reports. As a new public company, we may be slow to attract research coverage and the analysts who publish information about our Class A common stock will have had relatively little experience with our company, which could affect their ability to accurately forecast our results and make it more likely that we fail to meet their estimates. In the event we obtain industry or financial analyst coverage, if any of the analysts who cover us issues an inaccurate or unfavorable opinion regarding the market price of our Class A common stock, our stock price would likely decline. In addition, the stock prices of many companies have declined significantly

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after those companies have failed to meet, or significantly exceed, the financial guidance publicly announced by the companies or the expectations of analysts. If our financial results fail to meet, or significantly exceed, our announced guidance or the expectations of analysts or public investors, analysts could downgrade our Class A common stock or publish unfavorable research about us. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, our visibility in the financial markets could decrease, which in turn could cause our stock price or trading volume to decline.

Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of our company more difficult, could limit attempts to make changes in our management, and could depress the market price of our Class A common stock.

Provisions in Andersen Group Inc.’s amended and restated certificate of incorporation and amended and restated bylaws may have the effect of delaying or preventing a change in control of our company or limiting changes in our management. Among other things, they will provide:

• a dual-class structure which provides our holders of Class B common stock with ten votes per share until the date on which Aggregator and its designees and affiliates cease to beneficially own 50% of the voting power of our common stock entitled to vote generally in the election of directors (the Triggering Event), giving Aggregator the ability to significantly influence the outcome of matters requiring stockholder approval until the date of the Triggering Event;

• authorization of the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan;

• from and after the Triggering Event, our board of directors will be divided into three classes with members of each class serving staggered three-year terms;

• from and after the Triggering Event, our stockholders may not call special meetings of the stockholders;

• from and after the Triggering Event, our stockholders will only be able to take action at a meeting of stockholders and not by written consent; and

• advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.

These provisions may delay or prevent attempts by our stockholders to replace members of our management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management. We have opted out of Section 203 of the Delaware General Corporation Law, or the DGCL; however, our amended and restated certificate of incorporation contains similar provisions that shall apply to us after the Triggering Event, providing that we may not engage in certain “business combinations” with any “interested stockholder” for a three-year period following the time that the stockholder became an interested stockholder, subject to certain exceptions. Anti-takeover provisions could depress the market price of our Class A common stock by acting to delay or prevent a change in control of our company. For information regarding these and other provisions, see the section titled “Description of Capital Stock.”

Our amended and restated certificate of incorporation will provide that the Court of Chancery of the State of Delaware and the federal district courts of the United States of America will be the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

Upon the completion of this offering, Andersen Group Inc.’s amended and restated certificate of incorporation will provide that the Court of Chancery of the State of Delaware will be the exclusive forum for actions or proceedings brought under Delaware statutory or common law: (i) any derivative claim or cause of action brought on our behalf; (ii) any action asserting a claim of a breach of fiduciary duty; (iii) any action asserting a claim against us arising under the DGCL; (iv) any action arising under or seeking to interpret, apply, enforce, or determine the validity of our amended and restated certificate of incorporation or our amended and

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restated bylaws (as either may be amended from time to time); (v) any claim or cause of action against us that is governed by the internal affairs doctrine; or (vi) any action asserting an “internal corporate claim” as defined in the DGCL, in all cases to the fullest extent permitted by law and subject to the court’s having personal jurisdiction over the indispensable parties named as defendants.

Our amended and restated certificate of incorporation will further provide that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause or causes of action arising under the Securities Act, including all causes of action asserted against any defendant to such complaint. Some companies that adopted a similar federal district court forum selection provision were subject to a suit in the Chancery Court of Delaware by stockholders who asserted that the provision is not enforceable. While the Delaware Supreme Court held that such federal district court forum selection provision was in fact valid, there can be no assurance that federal courts or other state courts will follow the holding of the Delaware Supreme Court or determine that the our federal district court forum selection provision should be enforced in a particular case. These choice of forum provisions do not apply to actions brought to enforce a duty or liability created by the Exchange Act. We intend for the choice of forum provision regarding claims arising under the Securities Act to apply despite the fact that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all actions brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. There is uncertainty as to whether a court would enforce such provision with respect to claims under the Securities Act. Our exclusive forum provision will not relieve us of our duties to comply with the federal securities laws and the rules and regulations thereunder, and our stockholders will not be deemed to have waived our compliance with these laws, rules and regulations.

For the avoidance of doubt, this provision is intended to benefit and may be enforced by us, our officers and directors, the underwriters to any offering giving rise to such complaint, and any other professional entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering. These exclusive forum provisions may limit the ability of our stockholders to bring a claim in a judicial forum that such stockholders find favorable for disputes with us or our directors, officers or employees, which may discourage such lawsuits against us and our directors, officers, and employees. Alternatively, if a court were to find such provisions contained in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions. These exclusive forum provisions would not apply to suits brought to enforce a duty or liability created by the Exchange Act.

We do not intend to pay dividends on our capital stock, so any returns will be limited to increases in the value of our Class A common stock.

Andersen Group Inc. has never declared or paid any cash dividends on its capital stock. The declaration, amount, and payment of any future dividends will be at the sole discretion of our board of directors, and will depend on, among other things, general and economic conditions, our results of operations and financial condition, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries to us, including restrictions under any future credit facility or financing we may obtain, and such other factors as our board of directors may deem relevant. See the section titled “Dividend Policy.”

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future operating results and financial position, our business strategy and plans, market growth, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “design,” “intend,” “expect,” “could,” “plan,” “potential,” “predict,” “seek,” “should,” “would,” or the negative version of these words and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, strategy, short- and long-term business operations and objectives, and financial needs. Forward-looking statements contained in this prospectus include, but are not limited to, statements about:

• our future revenue and operating expenses;

• the demand for our services;

• our ability to acquire new clients and successfully retain existing clients;

• our ability to comply with laws and regulations that currently apply or become applicable to our business both in the United States and internationally, including but not limited to, privacy and data security laws and regulations;

• estimates regarding the size of the markets we target;

• our reliance on key personnel and our ability to identify, recruit, and retain skilled personnel;

• our plans to expand our business, whether through acquisitions of businesses, introduction of new services or otherwise;

• our ability to maintain our culture;

• competition in the markets in which we operate;

• our ability to protect against or mitigate the effects of cyberattacks or other breaches of our data;

• the effects of natural disasters, man-made problems, and similar events on our business;

• general economic conditions in the United States and globally, including the effects of global geopolitical conflicts, inflation, tariffs, interest rates, any instability in the global banking sector, and foreign currency exchange rates;

• our ability to grow our business in light of macroeconomic uncertainty;

• the risks related to our Class A common stock, our dual-class common stock structure and this offering;

• our ability to remediate our material weaknesses in our internal control over financial reporting;

• our future financial performance, including our expectations regarding our revenue, cost of revenue, operating expenses, key metrics and our ability to achieve and maintain future profitability;

• our business model;

• our ability to effectively manage our growth and expand our operations;

• our market opportunity and anticipated trends in our business and industry;

• our ability to remain competitive as we continue to scale our business;

• our expectations regarding our ability to obtain, maintain, enforce, defend and enhance our intellectual property rights;

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• the amount and timing of any payments under the Tax Receivable Agreement;

• increased expenses associated with being a public company;

• our anticipated uses of net proceeds from this offering; and

• other statements regarding our future operations, financial condition, prospects and business strategies.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this prospectus.

These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in the section titled “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance or achievements. The forward-looking statements made in this prospectus are given only as of the date on which the statements are made. We undertake no obligation to update any of these forward-looking statements for any reason after the date of this prospectus or to conform these statements to actual results or to changes in our expectations, except as required by law.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into or review of all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should read this prospectus and the documents that we reference in this prospectus and have filed with the SEC as exhibits to the registration statement of which this prospectus is a part with the understanding that our actual future results, performance, and events and circumstances may be materially different from what we expect.

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ORGANIZATIONAL STRUCTURE

This offering is being conducted through what is commonly referred to as an umbrella partnership C-corporation (UP-C) structure, which is often used by partnerships and limited liability companies when they decide to undertake an initial public offering. The UP-C structure can provide tax benefits and associated cash flow advantages to both the issuer corporation and the existing owners of the partnership or limited liability company in the initial public offering.

Structure Prior to the Reorganization Transactions

We currently conduct our business through Andersen Tax Holdings LLC and its subsidiaries, including Andersen Tax LLC. Prior to the consummation of the reorganization transactions described below and this offering, all of the equity interests of Andersen Tax Holdings LLC are owned by MD Management LLC (MDM) and MD Investment LLC (MDI and together with MDM, the Management Holdcos). Each of the Management Holdco’s equityholders include current and former Managing Directors.

The following diagram depicts the Andersen Tax Holdings LLC organizational structure prior to the reorganization transactions. This chart is provided for illustrative purposes only and does not purport to represent all legal entities within the Andersen Tax Holdings LLC organizational structure.

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Reorganization Transactions

Prior to the completion of this offering, we intend to complete an internal reorganization through a series of transactions (the reorganization transactions). In connection with the reorganization transactions:

• Each of the Management Holdcos will issue to each of their members a promissory note in a principal amount equal to such member’s and its related transferees’ aggregated capital account balance in respect of such Management Holdco as of     , with repayment over a seven-year period for each family of related notes with a principal balance of at least $550,000 either a three- or seven-year period for each family of related notes with a principal balance of less than $550,000 and a period of between one to seven years for notes issued to certain retiring and retired Managing Director members of the Management Holdcos (the Member Notes). The aggregate principal amount of the Member Notes is subject to a true-up mechanism following the issuance of these notes to reflect the final calculation of the amount of the related capital accounts, which must be determined on or before December 31, 2025.

• In a series of transactions, the Management Holdcos will merge with and into Aggregator, a newly formed Delaware limited liability company, resulting in Aggregator becoming the managing member of Andersen Tax Holdings LLC immediately after the mergers. After the reorganization, the Member Notes will become a liability of Aggregator. AT Umbrella LLC will issue corresponding notes to Aggregator with principal amounts of $  , $  , $  , $  , $  , $  , and $  , equal to the sum of the aggregate principal amounts of the Member Notes, to be paid over the same one- to seven-year periods, respectively (the CA Notes). The aggregate principal amount of the CA Notes is subject to a true-up mechanism following the issuance of these notes to reflect the final calculation of the amount of the related capital accounts, which must be determined on or before December 31, 2025. We expect the CA Notes to accrue interest between 6.50% to 7.50%.

• In connection with the reorganization of the Management Holdcos, Aggregator will issue Class H Aggregator Units entitling certain retiring and retired Managing Director members of the Management Holdcos subject to certain terms and conditions, to certain cash distributions paid over a period of up to seven years relating to payment of certain post-service obligations.

• Aggregator will form, or cause to be formed, AT Umbrella, a Delaware limited liability company. AT Umbrella will issue Class X Umbrella Units to Aggregator. Immediately after such contribution, AT Umbrella will become the managing member of Andersen Tax Holdings LLC.

• AT Umbrella LLC will issue to Aggregator a promissory note in a principal amount of $     with repayment occurring over an eight-year period relating to payment of the above mentioned post-service obligations to certain retiring and retired Managing Director members of the Management Holdcos (the HO Note). We expect the HO Note to accrue interest at 7.50%.

• Andersen Group Inc. will amend and restate its certificate of incorporation and will be authorized to issue two classes of common stock, which we refer to collectively as our “common stock” and which are summarized in the following table:

Class of Common Stock	Votes		Economic Rights
Class A common stock		1		Yes
Class B common stock		10		None

Our common stock generally will vote together as a single class on all matters submitted to a vote of our stockholders. We will issue shares of our Class A common stock to the investors in this offering. We do not intend to list our Class B common stock on any stock exchange.

• Andersen Group Inc. will issue to Aggregator shares of our Class B common stock equal in number to the Class X Umbrella Units issued to Aggregator in exchange for the payment by Aggregator of the aggregate par value of the Class B common stock that is received.

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• If Aggregator then has outstanding Aggregator LTIP Units, AT Umbrella will issue LTIP Units to Aggregator. Andersen Group Inc. will issue to Aggregator shares of our Class B common stock equal in number to the maximum number of Class X Umbrella Units issuable upon exchange of such LTIP Units issued to Aggregator in exchange for the payment by Aggregator of the aggregate par value of the Class B common stock that is received. LTIP Units in AT Umbrella will be economically similar to stock options. Each LTIP Unit has a per unit hurdle price, which is economically similar to the exercise price of a stock option.

This Offering and Our Post-IPO Structure

Based on the assumed initial public offering price of $      per share (the midpoint of the price range set forth on the cover page of this prospectus), we estimate that the net proceeds from this offering will be $      (or $      if the underwriters exercise their over-allotment option in full), after deducting underwriting discounts and commissions. We intend to contribute the net proceeds from this offering to AT Umbrella in exchange for a number of Class X Umbrella Units equal to the contribution amount divided by the price paid by the underwriters for shares of our Class A common stock in this offering. Such contribution amount will be used by AT Umbrella for working capital and general corporate purposes. We also intend to cause AT Umbrella LLC to use a portion of the net proceeds from this offering for acquisitions of complementary businesses or other assets. We estimate that the offering expenses (other than the underwriting discounts and commissions) will be approximately $     million. All of such offering expenses will be paid for or otherwise borne by AT Umbrella. See the section titled “Use of Proceeds” for further details.

Andersen Group Inc. is a holding company, and immediately after the consummation of the reorganization transactions and this offering, its sole material asset will be its indirect ownership interests in Andersen Tax Holdings LLC through its ownership of approximately  % of the Class X Umbrella Units in AT Umbrella LLC, which in turn will own all ownership interests in Andersen Tax LLC. Immediately following this offering and the related reorganization transactions, the holders of our Class A common stock will collectively own 100% of the economic interests in Andersen Group Inc. and have    % of the voting power of Andersen Group Inc. Aggregator will own the remaining    % of the voting power of Andersen Group Inc. through ownership of 100% of the outstanding shares of our Class B common stock. After the offering, Andersen Group Inc. will own approximately     % of the Class X Umbrella Units in AT Umbrella LLC, which in turn will own 100% of the common units of Andersen Tax Holdings LLC. Aggregator will own the remaining     % of the Class X Umbrella Units in AT Umbrella LLC, which will be redeemable at the election of Aggregator or its members for newly issued shares of our Class A common stock on a one-for-one basis or, at Andersen Group Inc.’s election, for cash (based on the volume-weighted average market price of our Class A common stock), and such exchange, at Andersen Group Inc.’s election, may be effected as a direct exchange of cash or Class A common stock for Class X Umbrella Units (and the cancellation of paired shares of Class B common stock) in lieu of such redemption. Upon such exchange, an equivalent number of shares of Class B common stock will be cancelled. Immediately following this offering and assuming no LTIP Units are outstanding as of such time, the total number of Class X Umbrella Units directly owned by us and directly owned by Aggregator will equal the sum of the outstanding shares of our Class A common stock and Class B common stock. Thereafter, the sum of the total number of Class X Umbrella Units directly owned by us and of Class X Umbrella Units and LTIP Units directly owned by Aggregator will equal the sum of the outstanding shares of our Class A common stock and Class B common stock. Under the Aggregator Limited Liability Company Agreement, shares of our Class B common stock held by Aggregator cannot be transferred except in connection with an exchange of Class X Umbrella Units into shares of our Class A common stock, subject to certain exceptions, such as to permitted transferees.

Because Andersen Group Inc. will have a controlling financial interest under GAAP rules in AT Umbrella due to its position as its sole managing member, we will consolidate the financial results of AT Umbrella. A portion of our net income (loss) will be allocated to a non-controlling interest to reflect the entitlement of the members of AT Umbrella (other than Andersen Group Inc.) to a portion of AT Umbrella’s net income (loss) attributable to AT Umbrella. We will account for the reorganization transactions in a manner consistent with a

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common-control transaction and will initially measure the interests of the pre-offering members of AT Umbrella at their carrying amounts as of the date of the completion of the reorganization transactions.

The following diagram depicts our organizational structure following the reorganization transactions and this offering. For purposes of depicting ownership of voting power in Andersen Group Inc., the below diagram takes into account shares of Class B common stock held by Aggregator. For purposes of depicting ownership of economic interests in Andersen Group Inc., the below diagram assumes that no LTIP Units or Aggregator LTIP Units are outstanding following the reorganization transactions and this offering. This chart is provided for illustrative purposes only and does not represent all legal entities within our organization:

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Amended and Restated Limited Liability Company Agreement of AT Umbrella LLC

As a result of the reorganization, Andersen Group Inc. will conduct all of its business activities through its direct subsidiary, AT Umbrella LLC, an intermediate holding company. The operations of AT Umbrella, and the rights and obligations of its members, will be set forth in an Amended and Restated Limited Liability Company Agreement of AT Umbrella LLC, a form of which will be provided as an exhibit to the registration statement of which this prospectus forms a part. The following is a description of the material terms of this agreement.

Governance. Andersen Group Inc. will serve as the sole managing member of AT Umbrella. As such, we will control its business and affairs and be responsible for the management of its business. We will also have the power to delegate certain of our management responsibilities in respect of AT Umbrella, including to agents and employees of a member of AT Umbrella or of AT Umbrella or its subsidiaries. No other members of AT Umbrella, in their capacity as such, will have any authority or right to control the management of AT Umbrella or to bind it in connection with any matter.

Economic Rights of Members. AT Umbrella will have units designated as Class X Umbrella Units and LTIP Units. Except by reason of the hurdle price for LTIP Units and/or any catch-up distributions in respect of certain LTIP Units, distributions by AT Umbrella (other than tax distributions) in respect of Class X Umbrella Units and LTIP Units will generally be made to the holders of such Units pro rata in accordance with the number of Class X Umbrella Units and LTIP Units they hold. In addition, we may consider effecting catch-up distributions in connection with future holders of LTIP Units.

Issuances of Units. Except as described below when LTIP Units are exchanged for Class X Umbrella Units, upon the issuance of new Class X Umbrella Units to Aggregator, we will issue to Aggregator a number of shares of Class B common stock equal to the number of such new Class X Umbrella Units. Upon the issuance of new LTIP Units, we currently intend to issue to Aggregator a number of shares of Class B common stock equal to the maximum number of Class X Umbrella Units issuable upon exchange of such LTIP Units. The Class B common stock issued in connection with such new Class X Umbrella Units and/or new LTIP Units will be entitled to ten votes per share. We currently expect the new Managing Directors we admit from time to time will become beneficial owners of Class X Umbrella Units or LTIP Units of AT Umbrella LLC along with paired shares of Class B common stock, each held indirectly through Aggregator. We may alternatively admit new Managing Directors to whom we will issue Class A common stock and/or Class B common stock.

Redemption Rights. Under the Amended and Restated Limited Liability Company Agreement of AT Umbrella, Aggregator will have the right from time to time to cause AT Umbrella to redeem any or all of its Class X Umbrella Units (and cancel paired shares of Class B common stock), in exchange for, at Andersen Group Inc.’s election (subject to certain exceptions), either cash (based on the volume-weighted average market price of a share of our Class A common stock) or shares of our Class A common stock, and such exchange, at Andersen Group Inc.’s election, may be effected as a direct exchange of cash or Class A common stock for Class X Umbrella Units (and the cancellation of paired shares of Class B common stock) in lieu of such redemption.

From time to time, subject to certain restrictions, members of Aggregator desiring to transfer all or any portion of their vested interests in Aggregator can elect to (i) cause Aggregator to distribute to them a portion of Class X Umbrella Units indirectly owned by such members in redemption of their corresponding interests in Aggregator and (ii) immediately thereafter exercise their redemption and exchange rights as members of AT Umbrella as described above.

Subject to certain restrictions, the Managing Directors that hold Aggregator LTIP Units will have the right, in connection with the exchange of Aggregator LTIP Units for Class X Aggregator Units prior to a redemption of such Class X Aggregator Units, to cause (1) Aggregator to exchange its vested LTIP Units corresponding to such Aggregator LTIP Units for a number of Class X Umbrella Units equal to the amount to which Aggregator would be entitled to receive on account of such LTIP Units if the fair market value of AT Umbrella LLC (as reasonably determined by the managing member of AT Umbrella LLC) was distributed to the members in liquidation of AT

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Umbrella LLC divided by the amount to which we would be entitled to receive on account of one Class X Umbrella Unit if the fair market value of AT Umbrella LLC (as reasonably determined by the managing member of AT Umbrella LLC) was distributed to the members in liquidation of AT Umbrella LLC and (2) us to either issue to Aggregator a number of shares of Class B common stock or cancel a number of shares of Class B common stock (and in such event, Aggregator shall surrender to us such shares for cancellation) such that the number of shares of Class B common stock held by Aggregator immediately after such exchange is equal to the number of such Class X Umbrella Units being issued to Aggregator in such exchange, and following such an exchange immediately thereafter exercise their redemption and exchange rights as members of Aggregator as described above.

Aggregator members who are indirect owners of Class X Umbrella Units and/or LTIP Units held by Aggregator will be subject to vesting and transfer restrictions as described below.

Transfers of Units. Holders of any Units of AT Umbrella may not transfer any such Units to any person unless he or she complies with the terms of the Amended and Restated Limited Liability Company Agreement of AT Umbrella. Subject to various terms and conditions, Aggregator may not transfer any Class X Umbrella Units held by it unless it transfers an equal number of shares of our Class B common stock to the same transferee. Our units of AT Umbrella are non-transferable.

Amendments. The Amended and Restated Limited Liability Company Agreement of AT Umbrella may be amended by members who together own a majority in interest of the Units then outstanding, provided that no amendment may adversely modify in any material respect the Units then held by members of AT Umbrella in any materially disproportionate manner to those held by any other member of AT Umbrella without the prior consent of a majority in interest of such disproportionately affected members. For purposes of determining a majority in interest required to amend the agreement, the interest of a member that holds our Class B common stock is weighted by a multiple of 10.

Indemnification and Exculpation. AT Umbrella will indemnify Andersen Group Inc., as its current managing member, the former members of its board of managers, our officers and directors and its officers against losses, claims, damages, liabilities, expenses (including all reasonable out-of-pocket fees and expenses of counsel and other advisors), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings in connection with any matter arising out of or in connection with the AT Umbrella’s business or affairs, or the Amended and Restated Limited Liability Company Agreement of AT Umbrella or any related document, unless such loss, claim, damage, liability, expense, judgment, fine, settlement or other amount is a result of not acting in good faith on behalf of AT Umbrella or arose as a result of the willful commission of any act that is dishonest and materially injurious to AT Umbrella, or results from the breach of certain contractual obligations under the Amended and Restated Limited Liability Company Agreement of AT Umbrella.

Vesting and Transfer Restrictions of Aggregator Members

By entering into the Aggregator Limited Liability Company Agreement, the members of Aggregator who hold Class X Aggregator Units and Aggregator LTIP Units will agree, among other things, to:

• except as described below, maintain beneficial ownership of such member’s units received on or prior to the date of this offering for a period of five years thereafter;

• maintain beneficial ownership of at least one-third of the units received by such member as long as such member is employed or engaged by Andersen Tax LLC or an affiliate; and

• comply with the underwriters’ 180-day lock-up arrangement described under “Underwriters” and with certain other transfer restrictions when requested to do so by Aggregator.

A portion of the Class X Aggregator Units held as of this offering by each member of Aggregator and by certain affiliated persons and entities of such member, which are collectively referred to as a member group, will

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be subject to vesting based on the number of prior service years with Andersen Tax LLC or affiliates (or, at the sole discretion of Aggregator’s Board of Directors, service as a managing director or equivalent position other than at Andersen Tax LLC or an affiliate) by such member as follows:

Service Years	Percentage of Units Vested at the Time of This Offering
Fewer than 2 years		5	%
2 – 4 years		10	%
4 – 6 years		20	%
6 – 8 years		30	%
8 – 10 years		40	%
Greater than 10 years		50	%

Unvested units cannot be transferred or exchanged, except for certain permitted transfers, and are subject to forfeiture upon the occurrence of certain events, including the termination of such member’s employment. Members of Aggregator who continue to be employed or engaged by Andersen Tax LLC or an affiliate will vest and no longer be subject to forfeiture as to 20% of the restricted units held by such member’s affiliated member group following the completion of each 12-month period of continuous employment or engagement by Andersen Tax LLC or an affiliate commencing on the date of this offering.

Additionally, a member group may only exchange units for Class X Umbrella Units, to be subsequently exchanged for Class A common stock, up to a cumulative limit equal to 20% of the units granted to members within such affiliated member group for each 12-month period after the date of this offering.

Subject to compliance with certain provisions of the Aggregator Limited Liability Company Agreement, upon the retirement of a member at the age of 65 or above, or upon the death or disability of a member, the vesting of all remaining unvested units held by such member’s affiliated member group will accelerate, and such units are no longer subject to any of the transfer restrictions described above, except for the 20% per 12-month period cumulative exchange limit as to a retired member and the underwriters’ 180-day lock-up arrangement.

Any modifications or waivers of the vesting and transfer restrictions described above require our consent.

Managing Director Matters Agreement

Andersen Group Inc. and Aggregator have entered into a Managing Director Matters Agreement. The purpose of the Managing Director Matters Agreement is to establish procedures for certain continued involvement of our Managing Directors in the management of Andersen. The Managing Director Matters Agreement will provide, among other things, mechanisms for Aggregator’s Board to continue to vote on new Managing Director admissions after the consummation of the offering.

Tax Receivable Agreement

Future redemptions or exchanges of Class X Umbrella Units from members of AT Umbrella (other than Andersen Group Inc.) in exchange for shares of our Class A common stock or cash are expected to produce favorable tax attributes that would not be available to us in the absence of such redemptions or exchanges.

Andersen Group Inc. intends to enter into a Tax Receivable Agreement with Aggregator that will provide for the payment by us to certain holders of Class X Umbrella Units who are or may become parties to the Tax Receivable Agreement from time to time 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that we realize or are deemed to realize (determined by using assumptions regarding combined state and local income tax rates) as a result of (i) any increase in tax basis in the assets of AT Umbrella LLC and its flow-through subsidiaries resulting from purchases of Class X Umbrella Units from such Class X Umbrella Unit holders with the proceeds of this offering or resulting from exchanges of Class X Umbrella Units for, at Andersen Group Inc.’s election, shares of our Class A common stock or cash in the future; and (ii) certain other tax benefits related to our entering into the Tax Receivable Agreement, including tax

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benefits attributable to payments that we make under the Tax Receivable Agreement. The Tax Receivable Agreement will make certain simplifying assumptions regarding the determination of the cash savings that we realize or are deemed to realize from the covered tax attributes, which may result in payments pursuant to the Tax Receivable Agreement in excess of those that would result if such assumptions were not made. No TRA Party will reimburse us for any payments previously made if such basis increases or other benefits are subsequently disallowed, except that excess payments made to the TRA Parties will be netted against future payments that would otherwise be made under the Tax Receivable Agreement, if any, after our determination of such excess. We could make future payments to the TRA Parties under the Tax Receivable Agreement that are greater than our actual cash tax savings and may not be able to recoup those payments, which could negatively impact our liquidity. Assuming that all units eligible to be redeemed for cash or Class A common stock would be exchanged for Class A common stock by Andersen Group Inc. at the time of the offering and that we will have sufficient taxable income to utilize all of the tax attributes covered by the Tax Receivable Agreement when they are first available to be utilized under applicable law, we estimate that payments under the Tax Receivable Agreement would aggregate to approximately $     million over the next 15 years and for yearly payments over that time to range between approximately $     million to $     million per year, based on the assumed initial public offering price of $     (the midpoint of the price range set forth on the cover page of this prospectus). Each $1.00 increase or decrease in the assumed initial public offering price of $      per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, the total payments under the Tax Receivable Agreement by approximately $     million, assuming that the number of shares of Class A common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions. Similarly, each increase or decrease of 1.0 million shares in the number of shares of our Class A common stock offered in this offering would increase or decrease, as applicable, total payments under the Tax Receivable Agreement by approximately $    million, assuming the assumed initial public offering price remains the same and after deducting underwriting discounts and commissions. See the sections titled “Risk Factors—Risks Related to Our Organizational Structure—The Tax Receivable Agreement with the TRA Parties requires us to make cash payments to them in respect of certain tax benefits to which we may become entitled, and we expect that the payments we will be required to make will be substantial” and “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

Retiring and Retired Member Class H Aggregator Units

In connection with the reorganization of the Management Holdcos, Aggregator will issue Units referred to as Class H Aggregator Units entitled to, subject to certain terms and conditions, certain cash distributions over a period of up to seven years totaling an aggregate payment of $    , on account of their interests under the current Management Holdco limited liability company agreements relating to payment of the above mentioned post-service obligations to certain retiring and retired Managing Directors to Aggregator. AT Umbrella LLC will issue to Aggregator a promissory note in a principal amount of $     with repayment over an eight-year period relating to a portion of the payments made to Aggregator on account of such Class H Aggregator Units (the HO Note). We expect the HO Note to accrue interest at 7.50%.

Capital Account Installment Notes

In connection with the reorganization of the Management Holdcos, each of the Management Holdcos will issue to each of their members a promissory note in a principal amount equal to such member’s and its related transferees’ aggregated capital account balance in respect of such Management Holdco as of     , with repayment over a seven-year period for each family of related notes with a principal balance of at least $550,000 either a three- or seven-year period for each family of related notes with a principal balance of less than $550,000. After the reorganization, the Member Notes will become a liability of Aggregator. Additionally, AT Umbrella LLC will issue corresponding notes to Aggregator with principal amounts of $  , $  , $  , $  , $  , $  , and $  , equal to the sum of the aggregate principal amounts of the Member Notes, to be paid over the same one- to seven-year period, respectively. We expect the CA Notes to accrue interest between 6.50% to 7.50%.

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INDUSTRY AND MARKET DATA

Information contained in this prospectus concerning our industry and the market in which we operate, including our general expectations and market position, market opportunity, and market size is based on information from various sources. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Although neither we nor the underwriters have independently verified the accuracy or completeness of any third-party information, we believe the market position, market opportunity and market size information included in this prospectus is reliable and based on reasonable assumptions. The industry in which we operate is subject to uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by the third parties.

The sources of the estimates, forecasts and market data contained in this prospectus are:

• United Nations Conference on Trade and Development, World Investment Report 2024, June 2024;

• Government Accountability Office, “Tax Cuts and Jobs Act: Considerable Progress Made Implementing Business Provisions, but IRS Faces Administrative and Compliance Challenges,” February 25, 2020;

• Mercer Public Accounting Firms Compensation Survey;

• OECD Initiative to combat Base Erosion and Profit Shifting (BEPS);

• Accounting Today, “Inside the 2025 Top 100 Firms,” March 6, 2025; and

• IBISWorld’s Tax Preparation Services, Accounting Services, Management Consulting and Business Valuation Firms industry reports, 2024.

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USE OF PROCEEDS

We estimate that the net proceeds from our issuance and sale of shares of our Class A common stock in this offering will be approximately $     million (or approximately $     million if the underwriters exercise their over-allotment option in full), assuming an initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions. We estimate that the offering expenses (other than the underwriting discounts and commissions) will be approximately $    . All of such offering expenses will be paid for or otherwise borne by AT Umbrella LLC.

Each $1.00 increase or decrease in the assumed initial public offering price of $     per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, the net proceeds to us from this offering by approximately $     million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions. We may also increase or decrease the number of shares we are offering. A 1.0 million share increase or decrease in the number of shares offered by us would increase or decrease, as applicable, the net proceeds to us from this offering by approximately $      million, assuming that the assumed initial offering price to the public remains the same, and after deducting underwriting discounts and commissions. We do not expect that a change in the initial price to the public or the number of shares by these amounts would have a material effect on the uses of the proceeds from this offering.

We currently intend to use the net proceeds from this offering (including net proceeds received if the underwriters exercise their over-allotment option in full) to acquire a number of newly issued Class X Umbrella Units equal to the number of shares of Class A common stock issued in this offering from AT Umbrella LLC, at a purchase price per Class X Umbrella Unit equal to the initial public offering price of Class A common stock after deducting underwriting discounts and commissions. We currently intend to cause AT Umbrella LLC to use the proceeds it receives from the sale of Class X Umbrella Units to us to pay fees and expenses of approximately $     million in connection with this offering and the reorganization transactions and for other general corporate purposes. We also intend to cause AT Umbrella LLC to use the net proceeds for investments in technology, infrastructure, training and strategic acquisitions of, or investments in, other businesses or technologies that we believe will complement our current business and expansion strategies, although we do not currently have any agreements or commitments for any specific material acquisitions or investments.

Pending other use of the net proceeds from this offering, we intend to invest the net proceeds of this offering in a variety short-term, interest-bearing, investment-grade securities and government securities.

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DIVIDEND POLICY

We have never declared or paid any dividends on our Class A common stock. Holders of our non-economic Class B common stock are not entitled to participate in any cash dividends declared by our board of directors. We currently intend to retain all available funds and any future earnings for the operation and expansion of our business. Accordingly, following this offering, we do not anticipate declaring or paying dividends in the foreseeable future. The payment of any future dividends will be at the discretion of our board of directors and will depend on our results of operations, capital requirements, financial condition, prospects, contractual arrangements, any limitations on payment of dividends present in our future debt agreements, and other factors that our board of directors may deem relevant. Because our business is conducted through our subsidiaries, dividends, distributions and other payments from, and cash generated by, our subsidiaries will be our principal sources of cash to fund operations and pay dividends. Accordingly, our ability to pay dividends to our stockholders is dependent on the earnings and distributions of funds from our subsidiaries. Our ability to pay cash dividends on our capital stock in the future may also be limited by the terms of any preferred securities we may issue or agreements governing any additional indebtedness we may incur.

Following this offering and subject to funds being legally available, we intend to cause AT Umbrella LLC to make distributions to each holder of economic interests in AT Umbrella LLC, including holders of Class X Umbrella Units, LTIP Units, CA Notes and HO Note, in respect of the U.S. federal, state and local income tax liability attributable to each holder’s allocable share of taxable income of AT Umbrella LLC, calculated using an assumed tax rate equal to the highest marginal tax rate for a natural person resident in the state of the United States that has the highest individual income tax rates. Tax distributions will be made quarterly, on an estimated basis. Tax distributions made in respect of Class X Umbrella Units (but not LTIP Units) will generally be made pro rata in respect of such Units, as described in the AT Umbrella Amended and Restated Limited Liability Company Agreement. The declaration and payment of any dividends by Andersen will be at the sole discretion of our board of directors, which may change our dividend policy at any time. Our board of directors will take into account:

• general economic and business conditions;

• our financial condition and operating results;

• our available cash and cash equivalents and current and anticipated cash needs;

• our capital requirements;

• contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries (including AT Umbrella LLC) to us; and

• such other factors as our board of directors may deem relevant.

Andersen Group Inc. is a holding company and, immediately after the consummation of the reorganization transactions described in this prospectus and this offering, our sole material asset will be our indirect ownership interests in Andersen Tax Holdings LLC through our ownership of approximately    % of the Class X Umbrella Units in AT Umbrella LLC, which in turn will own all ownership interests in Andersen Tax LLC. As a result, our ability to declare and pay dividends to the holders of our Class A common stock will be subject to the ability of AT Umbrella LLC to provide distributions to us, and there can be no assurance that AT Umbrella LLC and its subsidiaries will generate sufficient cash flow to distribute funds to us or that applicable state law and contractual restrictions, including negative covenants in debt instruments of AT Umbrella LLC and its subsidiaries, will permit such distributions. If AT Umbrella LLC makes such distributions to us, the other Class X Umbrella Unit holders generally will be entitled to receive equivalent distributions from AT Umbrella LLC. However, because we must pay taxes and make payments under the Tax Receivable Agreement, amounts ultimately distributed as dividends to holders of our Class A common stock are expected to be less than the amounts distributed by AT Umbrella LLC to the other Class X Umbrella Unit holders on a per share basis. See the section titled “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

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Assuming AT Umbrella LLC makes distributions to its members in any given year, the determination to pay dividends, if any, to our Class A common stockholders out of the portion, if any, of such distributions remaining after our payment of taxes, Tax Receivable Agreement payments and expenses (any such portion, an excess distribution) will be made by our board of directors. Because our board of directors may determine to pay or not pay dividends to our Class A common stockholders, our Class A common stockholders may not necessarily receive dividend distributions relating to excess distributions, even if AT Umbrella LLC makes such distributions to us. Holders of our Class B common stock are not entitled to participate in any cash dividends declared by our board of directors. See the section titled “Risk Factors—Risks Relating to Our Organizational Structure— AT Umbrella LLC may make distributions of cash to us in excess of the amounts we use to make distributions to our stockholders and pay our expenses (including our taxes and payments under the Tax Receivable Agreement). To the extent we do not distribute such excess cash as dividends on our Class A common stock, the other Class X Umbrella Unit holders would benefit from any value attributable to such cash as a result of their ownership of Class A common stock upon a redemption or exchange of their Class X Umbrella Units.”

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and our total capitalization, as of June 30, 2025:

• on an actual basis for Andersen Tax Holdings LLC;

• on a pro forma basis to reflect (1) distributions planned and paid after the latest balance sheet date but prior to the completion of this offering described in the section titled “Unaudited Pro Forma Financial Information,” (2) the reorganization transactions and post-IPO structure (excluding the Offering) described in the section titled “Organizational Structure” (the Reorganization), and (3) the filing of our amended and restated certificate of incorporation, which will occur immediately prior to the completion of this offering; and

• on a pro forma as adjusted basis to reflect the pro forma adjustments set forth above and the issuance and sale of shares of Class A common stock in this offering at the assumed initial public offering price of $    per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, and the application of the proceeds therefrom as described in the section titled “Use of Proceeds.”

For more information, see the sections titled “Organizational Structure,” “Use of Proceeds” and “Unaudited Pro Forma Financial Information.” You should read this information together with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements of Andersen Tax Holdings LLC and the related notes included elsewhere in this prospectus.

	As of June 30, 2025
	Actual		Pro Forma		Pro Forma As Adjusted(1)
	(unaudited)
	(in thousands, except share and per share data)
Cash and cash equivalents	$	78,945	$		$
Promissory notes(2)	$	—	$		$
Members’ equity/stockholder’s equity:
Members’ equity	$	198,351	$		$
Preferred stock, par value $0.0001 per share: no shares authorized, issued and outstanding, actual;   shares authorized, no shares issued and outstanding, pro forma and pro forma as adjusted		—
Class A common stock, par value $0.0001 per share: no shares authorized, issued and outstanding, actual;   shares authorized,   shares issued outstanding, pro forma; and   shares authorized,   shares issued and outstanding, pro forma as adjusted		—
Class B common stock, par value $0.0001 per share: no shares authorized, issued and outstanding, actual;   shares authorized,   shares issued outstanding, pro forma; and   shares authorized,   shares issued and outstanding, pro forma as adjusted		—
Additional paid-in capital		—
Accumulated deficit		—
Non-controlling interest		—
Total members’ equity/stockholders’ equity		198,351
Total capitalization	$	198,351	$		$

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(1) The pro forma as adjusted information set forth above is illustrative only and will change based on the actual initial public offering price and other terms of this offering determined at pricing. Each $1.00 increase or decrease in the assumed initial public offering price of $    per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, pro forma as adjusted cash and cash equivalents, additional paid-in capital, total members’ equity/stockholders’ equity and total capitalization by approximately $    million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions. A 1.0 million share increase or decrease in the number of shares offered by us would increase or decrease, as applicable, pro forma as adjusted cash and cash equivalents, additional paid-in capital, total members’ equity/stockholders’ equity and total capitalization by approximately $    million, assuming that the assumed initial offering price to the public remains the same, and after deducting underwriting discounts and commissions.

(2) The aggregate principal amount of the Member Notes and CA Notes is subject to a true-up mechanism following the issuance of these notes to reflect the final calculation of the amount of the related capital accounts, which must be determined on or before December 31, 2025. As a result, the amount of promissory notes could increase or decrease to reflect the aggregate amount of the true-up adjustments.

The number of shares of our Class A common stock to be outstanding after this offering is based on the membership interests of AT Umbrella LLC outstanding as of   , 2025 and, after giving effect to the reorganization transactions, excludes:

•    shares of Class A common stock reserved for future issuance under our 2025 Equity Incentive Plan, which we intend to adopt prior to the completion of this offering; and

•    shares of Class A common stock reserved for issuance upon the redemption or exchange of Class X Umbrella Units (together with corresponding shares of our Class B common stock).

Our 2025 Equity Incentive Plan will also provide for automatic annual increases in the number of shares reserved under this plan, as more fully described in the section titled “Executive Compensation—Equity Incentive Plans.”

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DILUTION

If you invest in our Class A common stock, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share of our Class A common stock in this offering and the pro forma as adjusted net tangible book value per share of our Class A common stock immediately after this offering.

Our pro forma net tangible book value as of June 30, 2025 would have been approximately $  million, or $    per share. Our pro forma net tangible book value per share represents our total tangible assets less our total liabilities, divided by the number of shares common stock outstanding, after giving effect to the reorganization transactions and post-IPO structure (excluding the Offering) described in the section titled “Organizational Structure” (based on the assumed initial public offering price of $    per share, the midpoint of the price range set forth on the cover page of this prospectus), and assuming that all of the holders of Class X Umbrella Units in AT Umbrella LLC exchanged their Class X Umbrella Units for newly issued shares of Class A common stock on a one-for-one basis and that no LTIP Units are outstanding.

After giving effect to the reorganization transactions, including the issuance of the CA Notes and the HO Note, described under the section titled “Organizational Structure,” including the application of the proceeds from this offering as described in the section titled “Use of Proceeds,” assuming that Aggregator, or its permitted transferees in connection with the redemption, redeem or exchange all or any portion of their Class X Umbrella Units for newly issued shares of our Class A common stock on a one-for-one basis and that no LTIP Units are outstanding, and after giving further effect to the sale of    shares of Class A common stock in this offering at the assumed initial public offering price of $    per share (the midpoint of the price range on the cover page of this prospectus), our pro forma as adjusted net tangible book value as of June 30, 2025 would have been $     million, or $     per share. This amount represents an immediate increase in pro forma as adjusted net tangible book value of $     per share to our existing stockholders and an immediate dilution of $     per share to investors participating in this offering. We determine dilution per share to investors participating in this offering by subtracting pro forma as adjusted net tangible book value per share after this offering from the assumed initial public offering price per share paid by investors participating in this offering.

Assumed initial public offering price per share			$
Pro forma net tangible book value (deficit) per share as of June 30, 2025	$
Increase in pro forma net tangible book value per share attributable to new investors participating shares in this offering
Pro forma as adjusted net tangible book value per share immediately after this offering
Dilution per share to new investors in this offering			$

The dilution information discussed above is illustrative only and will change based on the actual initial public offering price and other terms of this offering determined at pricing. Each $1.00 increase or decrease in the assumed initial public offering price of $    per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, the pro forma as adjusted net tangible book value per share by $    per share and the dilution per share to investors participating in this offering by $    per share, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions. We may also increase or decrease the number of shares we are offering. A 1.0 million share increase or decrease in the number of shares offered by us, as set forth on the cover page of this prospectus, would increase or decrease, as applicable, the pro forma as adjusted net tangible book value per share by $    and decrease the dilution per share to investors participating in this offering by approximately $    , assuming the initial public offering price of $    per share, the midpoint of the price range set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions. The aggregate

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principal amounts of the Member Notes and the CA Notes are subject to a true-up mechanism following the issuance of these notes to reflect the final calculation of the amount of the related capital accounts, which must be determined on or before December 31, 2025. As a result, total liabilities could increase or decrease to reflect the aggregate amount of the true-up adjustments.

If the underwriters exercise their over-allotment option in full, the pro forma as adjusted net tangible book value of our Class A common stock would increase to $     per share, representing an immediate increase in the pro forma net tangible book value per share to existing stockholders of $    per share and an immediate dilution of $    per share to investors participating in this offering.

The following table summarizes as of June 30, 2025, on the pro forma as adjusted basis described above, the number of shares of our Class A common stock, the total consideration and the average price per share (1) paid to us by our existing stockholders and (2) to be paid by investors purchasing shares of our Class A common stock in this offering at the assumed initial public offering price of $    per share, the midpoint of the price range set forth on the cover page of this prospectus, before deducting underwriting discounts and commissions and estimated offering expenses payable by us.

	Shares of Class A Common Stock Purchased					Total Consideration					Weighted- Average Price Per Share
	Number		Percent			Amount		Percent
Existing stockholders before this offering					%	$				%	$
New investors purchasing shares in this offering											$
Total				100.0	%		$		100.0	%

Each $1.00 increase or decrease in the assumed initial public offering price of $     per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, the total consideration paid by new investors and total consideration paid by all stockholders by approximately $   million, assuming that the number of shares of Class A common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions. Similarly, each increase or decrease of 1.0 million shares in the number of shares of our Class A common stock offered in this offering would increase or decrease, as applicable, total consideration paid by new investors and total consideration paid by all stockholders by approximately $   million, assuming the initial public offering price remains the same and after deducting underwriting discounts and commissions.

If the underwriters exercise their over-allotment option in full, the number of shares held by the existing stockholders after this offering would be reduced to     shares, or     % of the total number of shares of our Class A common stock outstanding after this offering, and the number of shares held by new investors would increase to     shares, or    % of the total number of shares of our Class A common stock outstanding after this offering.

The foregoing tables and calculations above exclude:

•    shares of Class A common stock reserved for future issuance under our 2025 Equity Incentive Plan, which we intend to adopt prior to the completion of this offering.

•    shares of Class A common stock reserved for issuance upon the redemption or exchange of Class X Umbrella Units (together with corresponding shares of our Class B common stock).

Our 2025 Equity Incentive Plan will also provide for automatic annual increases in the number of shares reserved under this plan, as more fully described in the section titled “Executive Compensation—Equity Incentive Plans.”

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In the future, to the extent that outstanding new options or other securities are issued under our 2025 Equity Incentive Plan, or we issue additional shares of Class A common stock in the future, including in connection with acquisitions, or as we admit new Managing Directors from time to time, whom we currently expect will become indirect owners of Class X Umbrella Units or LTIP Units of AT Umbrella LLC along with corresponding paired shares of Class B common stock held by Aggregator, but to whom we may alternatively issue Class A common stock and/or Class B common stock, there will be further dilution to investors participating in this offering. In addition, we may choose to raise additional capital because of market conditions or strategic considerations, even if we believe that we have sufficient funds for our current or future operating plans. If we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

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UNAUDITED PRO FORMA FINANCIAL INFORMATION

The unaudited condensed pro forma income statements for the year ended December 31, 2024 and the six months ended June 30, 2025 give effect to (i) the reorganization transactions described under the section titled “Organizational Structure” and (ii) certain adjustments in connection with the offering, as if each had occurred on January 1, 2024.

The unaudited condensed consolidated pro forma balance sheet as of June 30, 2025 gives effect to (i) distributions planned and paid after the latest balance sheet date but prior to this offering (the Distribution Transactions); (ii) the reorganization transactions and post-IPO structure (excluding the Offering as defined in (iii)) described in the section titled “Organizational Structure” (the Reorganization) and (iii) the sale of shares of Class A common stock in this offering and the application of the net proceeds from this offering (the Offering and collectively with the Distribution Transactions and Reorganization, the Transactions) as if each had occurred on June 30, 2025. See the sections titled “Capitalization” and “Use of Proceeds.”

The unaudited pro forma financial information has been prepared by our management and is based on Andersen Tax Holdings LLC’s and its subsidiaries’ consolidated historical financial statements and the assumptions and adjustments described in the notes to the unaudited pro forma financial information below. The presentation of the unaudited pro forma financial information is prepared in conformity with Article 11 of Regulation S-X.

The historical financial information for the year ended December 31, 2024 and the six months ended June 30, 2025 has been derived from Andersen Tax Holdings LLC’s and its subsidiaries’ consolidated financial statements and related notes included elsewhere in this prospectus.

For purposes of the unaudited pro forma financial information, we have assumed that      shares of Class A common stock will be issued by us at a price per share equal to the midpoint of the price range set forth on the cover of this prospectus, and as a result, immediately following the completion of this offering, the ownership percentage represented by Class X Umbrella Units not held by us will be     %, and the net income attributable to Class X Umbrella Units not held by us will accordingly represent     % of our net income. If the underwriters’ over-allotment option is exercised in full, the ownership percentage represented by Class X Umbrella Units not held by us will be     % and the net income attributable to Class X Umbrella Units not held by us will accordingly represent     % of our net income. The higher percentage of net income attributable to Class X Umbrella Units not held by us over the ownership percentage of Class X Umbrella Units not held by us is due to the recognition of additional current income tax expense after giving effect to the adjustments for the reorganization transactions and this offering that is entirely attributable to our interest.

We based the pro forma adjustments on available information and on assumptions that we believe are reasonable under the circumstances in order to reflect, on a pro forma basis, the impact of the relevant transactions on the historical financial information of Andersen Tax Holdings LLC and its subsidiaries. See the notes to unaudited pro forma financial information below for a discussion of assumptions made.

The unaudited pro forma financial information should be read together with “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Andersen Tax Holdings LLC’s and its subsidiaries’ financial statements and related notes thereto included elsewhere in this prospectus.

The unaudited pro forma financial information has been prepared for illustrative purposes only and is not necessarily indicative of financial results that would have been attained had the Transactions occurred on the dates indicated above or that could be achieved in the future. Future results may vary significantly from the results reflected in the unaudited consolidated and combined pro forma income statement and should not be relied on as an indication of our results after the completion of this offering and the other transactions contemplated by such unaudited pro forma financial information. However, our management believes that the assumptions provide a reasonable basis for presenting the significant effects of the transactions as contemplated and that the Transactions give appropriate effect to those assumptions and are properly applied in the unaudited pro forma financial information.

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The pro forma adjustments related to the Transactions, are described in the notes to the unaudited pro forma financial information, and principally include the Transactions described under the section titled “Organizational Structure.”

The pro forma adjustments related to the Offering are described in the notes to the unaudited pro forma financial information, and include:

• the issuance and sale of shares of our Class A common stock to the purchasers in this offering in exchange for net proceeds of approximately $     million, assuming that the shares are offered at $    per share (the midpoint of the price range set forth on the cover page of this prospectus), after deducting underwriting discounts and commissions but before offering expenses payable by us;

• provision for U.S. federal and state income taxes of Andersen Group Inc. as a taxable corporation at an effective rate of     % for the year ended December 31, 2024 (the effective rate was calculated using the new U.S. federal income tax rate of     %);

• the application by Andersen Group Inc. of the proceeds of this offering to purchase     Class X Umbrella Units from AT Umbrella LLC and the application of such proceeds by AT Umbrella LLC to pay fees and expenses of approximately $     million in connection with this offering and the reorganization transactions; and

• the grant of restricted stock units (RSUs) under our 2025 Equity Incentive Plan in connection with this offering.

As a public company, we will implement additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. We expect to incur additional annual expenses related to these procedures and processes including, among other things, additional directors’ and officers’ liability insurance, director fees, fees related to SEC reporting requirements, transfer agent fees, hiring additional accounting, legal and administrative personnel, increased auditing and legal fees and similar expenses. We have not included any pro forma adjustments relating to these costs.

In connection with the completion of this offering, we will enter into the Tax Receivable Agreement with Aggregator, which provides for the payment by us to certain holders of Class X Umbrella Units who are or may become parties to such agreement of 85% of the tax benefits, if any, that we realize, or, in some circumstances, are deemed to realize, as a result of any increase in tax basis in the asset of AT Umbrella LLC and its flow-through subsidiaries resulting from purchases of Class X Umbrella Units from such Class X Umbrella Unit holders with proceeds of this offering or resulting from the exchanges of Class X Umbrella Units for shares of our Class A common stock or cash in the future and certain other tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. The Tax Receivable Agreement will be accounted for as a contingent liability, with amounts accrued when considered probable and reasonably estimable.

Due to the uncertainty in the amount and timing of future redemptions or exchanges, the unaudited pro forma consolidated financial information assumes that no redemptions or exchanges have occurred and, therefore, no increases in tax basis in assets or other tax benefits that may be realized thereunder have been assumed in the unaudited pro forma consolidated financial information. However, if all of the pre-IPO owners were to exchange their interests, we would recognize a deferred tax asset of approximately $     million and a liability of approximately $     million, assuming (i) all exchanges occurred on the same day; (ii) a price of $     per share (the midpoint of the price range set forth on the cover page of this prospectus); (iii) a constant corporate tax rate of     %; (iv) we will have sufficient taxable income to fully utilize the tax benefits; and (v) no material changes in tax law.

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Unaudited Pro Forma Condensed Consolidated and Combined Income Statement

For the Year Ended December 31, 2024

($ in thousands)

See accompanying notes to unaudited pro forma financial information.

	Historical Andersen Tax Holdings LLC(1)			Reorganization Adjustments					As Adjusted Before Offering Adjustments			Offering Adjustments				Andersen Group Inc. Pro Forma
Revenue	$	731,593		$	—				$	731,593
Operating expenses:
Cost of services (excluding depreciation and amortization)		461,777			188,036		(7	)		649,813				(8	)
Sales, general and administrative		131,947			45,059		(7	)		177,006				(8	)
Equity restructuring costs		—			199,399		(6	)		199,399
Depreciation and amortization		8,325			—					8,325
Total operating expenses		602,049			432,494					1,034,543
Operating income		129,544			(432,494	)				(302,950	)
Interest income		4,524			—					4,524
Interest expense		(64	)		(27,721	)	(5	)		(27,785	)
Other income, net		3,192			—					3,192
Income (loss) before income tax expense		137,196			(460,215	)				(323,019	)
Income tax expense/(benefit)		2,395			2,814		(2	)		5,209				(2	)
Net income (loss)	$	134,801		$	(463,029	)			$	(328,228	)
Less: Net loss attributable to non-controlling interests		—			(292,679	)	(3	)		(292,679	)
Net income (loss) attributable to Andersen Group Inc.	$	134,801		$	(170,350	)			$	(35,549	)
Pro forma net loss per share
Pro forma weighted average shares of Class A common stock outstanding
Basic																		(4	)
Diluted																		(4	)
Net loss available to Class A common stock per share
Basic																		(4	)
Diluted																		(4	)

Notes to Unaudited Pro Forma Condensed Consolidated and Combined Income Statement

(1) Andersen Group Inc. was incorporated as a Delaware corporation in April 2025 and has no material assets or results of operations until the completion of this offering and therefore its historical income statement is not shown in a separate column in this unaudited pro forma consolidated and combined income statement. This column represents the historical consolidated financial statements of Andersen Tax Holdings LLC and its subsidiaries. Andersen Tax Holdings LLC is a wholly owned subsidiary of AT Umbrella LLC, a holding company.

(2) Andersen Tax LLC, an indirect wholly owned subsidiary of AT Umbrella LLC, has been, and will continue to be, taxed as a disregarded entity for U.S. federal and state income tax purposes. As such, income

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generated by Andersen Tax LLC will flow through to its indirect partners, including us, and is generally not subject to tax at the Andersen Tax LLC level. However, certain state and local jurisdictions impose an entity level income tax and these amounts are reflected as income taxes in the unaudited pro forma consolidated and combined income statement. Following the Transactions, we will be subject to U.S. federal income taxes, in addition to state and local income taxes with respect to our allocable share of any taxable income of Andersen Tax LLC. As a result, the unaudited pro forma consolidated and combined income statement reflects adjustments to our income tax expense to reflect an effective income tax rate of (1.6)%, which was calculated assuming the U.S. federal and state and local rates currently in effect. The effective tax rate differs from the U.S. federal statutory rate of 21% primarily related to (i) non-controlling interest as Andersen Group Inc. only accrues taxes on its allocable share of income, (ii) non-recurring equity restructuring expense that is not deductible for tax purposes, (iii) non-cash compensation expense that is not deductible for tax purposes and (iv) state, local and foreign income taxes.

(3) Upon completion of the Transactions, Andersen Group Inc. will become the sole managing member of AT Umbrella LLC. Although we will have a minority economic interest in AT Umbrella LLC, because we will have a controlling financial interest under GAAP in AT Umbrella LLC due to our position as its sole managing member, we will consolidate the financial results of AT Umbrella LLC. As a result, we will report a non-controlling interest related to the Class X Umbrella Units held by Aggregator on our consolidated statements of operations. Following this offering, assuming the underwriters do not exercise their over-allotment option, Andersen Group Inc. will own    % of the economic interest of AT Umbrella LLC and Aggregator will own the remaining    % of the economic interest of AT Umbrella LLC. Net income attributable to non-controlling interests will represent    % of the income before income taxes of Andersen Group Inc. If the underwriters exercise their over-allotment option in full, Andersen Group Inc. will own    % of the economic interest of AT Umbrella LLC and Aggregator will own the remaining     % of the economic interest of AT Umbrella LLC and net income attributable to non-controlling interests would represent    % of the income before income taxes of AT Umbrella LLC. The calculation of net income attributable to non-controlling interests is based on preliminary estimates and is subject to revision upon the finalization of the Transactions.

(4) The weighted average number of shares underlying the basic earnings per share calculation reflects shares of Class A common stock outstanding. Shares of Class A common stock outstanding after the offering are included within the weighted average number of shares as they are the only outstanding securities which participate in distributions or dividends by Andersen Group Inc. Proceeds from the sale of Class A common stock in this offering will be used to purchase Class X Umbrella Units, and we will cause AT Umbrella LLC to use the proceeds it receives from the sale of Class X Umbrella Units to us to pay fees and expenses in connection with this offering and the reorganization transactions and for general corporate purposes. Pro forma diluted income per share is computed by adjusting pro forma net income attributable to Andersen Group Inc. and the weighted average shares of Class A common stock outstanding to give effect to potentially dilutive securities that qualify as participating securities using the treasury stock method, as applicable. Shares of Class B common stock are not participating securities and therefore are not included in the calculation of pro forma basic income per share. Potentially dilutive shares includes      RSUs and Class X Umbrella Units held by noncontrolling interest owners which enable the holders to exchange Class X Umbrella Units for Class A common stock on a one-for-one basis. The dilutive effects of the restricted stock units and the exchangeable non-controlling interests were not included in the computation of diluted loss per share because the effect would have been anti-dilutive.

(5) In connection with the reorganization transactions discussed in the section titled “Organizational Structure,” AT Umbrella LLC will issue two types of promissory notes to Aggregator representing (1) cash distributions to retiring or retired Managing Directors (HO Note) and (2) return of capital to members of the Management Holdcos (CA Notes). We expect the HO Note to accrue interest at 7.50% payable over eight years. We expect the CA Notes to accrue interest between 6.50% to 7.50% payable over one to seven years. The pro-forma adjustment reflects aggregate incremental interest expense of $27.7 million for the year ended December 31, 2024, with $15.4 million for the CA Notes and $12.3 million for the HO Note. The aggregate principal amount of the CA Notes is subject to a true-up mechanism following the issuance of these notes to reflect the final calculation of the amount of the related Member Notes, which must be

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determined on or before December 31, 2025. As a result, the principal amount of the CA Notes could increase or decrease to reflect the aggregate amount of the true-up adjustments.

(6) In connection with the reorganization transactions discussed in the section titled “Organizational Structure,” Andersen Tax LLC will incur certain equity restructuring expenses as a result of the exchange of historical equity interests at the Management Holdcos for new Class H Aggregator Units and Class X Aggregator Units. The new Class H Aggregator Units will include a higher income allocation to unit holders than under the previous Management Holdco units held by such unit holders, which results in an incremental one-time expense that will not recur beyond 12 months after the transaction expense to be recognized on the date of the completion of the reorganization transactions. The pro-forma adjustment reflects incremental expense for these Class H Aggregator Units of $164.2 million. The value for the equity restructuring costs associated with Class H Aggregator Units was estimated using a discounted cash flow methodology. Certain holders of historical equity interests at the Management Holdcos will also receive Class X Aggregator Units and a return of contributed capital through the Member Notes which results in an incremental one-time expense that will not recur beyond 12 months after the transaction for these Class X Aggregator Units of $35.2 million. The value for the equity restructuring costs associated with Class X Aggregator Units was estimated as the difference between the value of the Class X Aggregator Units and the value of the historical equity interests at the Management Holdcos. These adjustments are based on preliminary estimates and are subject to revision upon the finalization of the Transactions.

(7) In connection with the reorganization transactions discussed in the section titled “Organizational Structure,” Andersen Tax LLC will incur certain compensation expenses as a result of the exchange of historical equity interests of the Management Holdcos for new Class X Aggregator Units with Managing Directors of Andersen Tax LLC, of which a portion of the new interests will be subject to vesting conditions. These Class X Aggregator Units will vest over a five-year service period. The portion of units subjected to service-based vesting conditions will result in incremental compensation expense to be recognized over the requisite service period. The pro-forma adjustment reflects incremental compensation expense of $233.1 million associated with the expected twelve months of compensation expense for Class X Aggregator Units, of which $188.0 million will be recognized in cost of services and $45.1 million will be recognized in sales, general and administrative expenses. We estimate that we will recognize aggregate compensation expense of $1,031.2 million through 2030 related to these units. The value for the compensation expense associated with Class X Aggregator Units was estimated using a market approach methodology. This adjustment is based on preliminary estimates and is subject to revision upon the finalization of the Transactions.

(8) This adjustment represents the period increase in compensation expense we expect to incur as a result of the grants of RSUs under our 2025 Equity Incentive Plan that we intend to make in connection with this offering. We estimate that we will recognize aggregate equity-based compensation expense of $     million through 2031 related to these RSUs allocated between cost of services and sales, general and administrative expense.

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Unaudited Pro Forma Condensed Consolidated and Combined Income Statement

For the Six Months Ended June 30, 2025

($ in thousands)

See accompanying notes to unaudited pro forma financial information.

	Historical Andersen Tax Holdings LLC(1)			Reorganization Adjustments					As Adjusted Before Offering Adjustments			Offering Adjustments				Andersen Group Inc. Pro Forma
Revenue	$	384,058		$	—				$	384,058
Operating expenses:
Cost of services (excluding depreciation and amortization)		343,206			87,116		(6	)		430,322				(7	)
Sales, general and administrative		89,241			20,876		(6	)		110,117				(7	)
Depreciation and amortization		4,131			—					4,131
Total operating expenses		436,578			107,992					544,570
Operating income		(52,520	)		(107,992	)				(160,512	)
Interest income		2,230			—					2,230
Interest expense		(247	)		(13,860	)	(5	)		(14,107	)
Other income, net		2,293			—					2,293
Income before income tax expense		(48,244	)		(121,852	)				(170,096	)
Income tax expense/(benefit)		(2,837	)		9,124		(2	)		6,287
Net loss	$	(45,407	)	$	(130,976	)			$	(176,383	)
Less: Net loss attributable to non-controlling interests		—			(155,273	)	(3	)		(155,273	)
Net loss attributable to Andersen Group Inc.	$	(45,407	)	$	24,297				$	(21,110	)
Pro forma net loss per share
Pro forma weighted average shares of Class A common stock outstanding
Basic																		(4	)
Diluted																		(4	)
Net loss available to Class A common stock per share
Basic																		(4	)
Diluted																		(4	)

Notes to Unaudited Pro Forma Condensed Consolidated and Combined Income Statement

(1) Andersen Group Inc. was incorporated as a Delaware corporation in April 2025 and has no material assets or results of operations until the completion of this offering and therefore its historical income statement is not shown in a separate column in this unaudited pro forma consolidated and combined income statement. This column represents the historical consolidated financial statements of Andersen Tax Holdings LLC and its subsidiaries. Andersen Tax Holdings LLC is a wholly owned subsidiary of AT Umbrella LLC, a holding company.

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(2) Andersen Tax LLC, an indirect wholly owned subsidiary of AT Umbrella LLC, has been, and will continue to be, taxed as a disregarded entity for U.S. federal and state income tax purposes. As such, income generated by Andersen Tax LLC will flow through to its indirect partners, including us, and is generally not subject to tax at the Andersen Tax LLC level. However, certain state and local jurisdictions impose an entity level income tax and these amounts are reflected as income taxes in the unaudited pro forma consolidated and combined income statement. Following the Transactions, we will be subject to U.S. federal income taxes, in addition to state and local income taxes with respect to our allocable share of any taxable income of Andersen Tax LLC. As a result, the unaudited pro forma consolidated and combined income statement reflects adjustments to our income tax expense to reflect an effective income tax rate of (3.7)%, which was calculated assuming the U.S. federal and state and local rates currently in effect. The effective tax rate differs from the U.S. federal statutory rate of 21% primarily related to (i) non-controlling interest as Andersen Group Inc. only accrues taxes on its allocable share of income, (ii) non-cash compensation expense that is not deductible for tax purposes and (iii) state, local and foreign income taxes.

(3) Upon completion of the Transactions, Andersen Group Inc. will become the sole managing member of AT Umbrella LLC. Although we will have a minority economic interest in AT Umbrella LLC, because we will have a controlling financial interest under GAAP in AT Umbrella LLC due to our position as its sole managing member, we will consolidate the financial results of AT Umbrella LLC. As a result, we will report a non-controlling interest related to the Class X Umbrella Units held by Aggregator on our consolidated statements of operations. Following this offering, assuming the underwriters do not exercise their over-allotment option to purchase additional shares of Class A common stock, Andersen Group Inc. will own    % of the economic interest of AT Umbrella LLC and Aggregator will own the remaining    % of the economic interest of AT Umbrella LLC. Net income attributable to non-controlling interests will represent    % of the income before income taxes of Andersen Group Inc. If the underwriters exercise their over-allotment option to purchase additional shares of our Class A common stock in full, Andersen Group Inc. will own    % of the economic interest of AT Umbrella LLC and Aggregator will own the remaining    % of the economic interest of AT Umbrella LLC and net income attributable to non-controlling interests would represent    % of the income before income taxes of AT Umbrella LLC. The calculation of net income attributable to non-controlling interests is based on preliminary estimates and is subject to revision upon the finalization of the Transactions.

(4) The weighted average number of shares underlying the basic loss per share calculation reflects shares of Class A common stock outstanding. Shares of Class A common stock outstanding after the offering are included within the weighted average number of shares as they are the only outstanding securities which participate in distributions or dividends by Andersen Group Inc. All of the proceeds from the sale of Class A common stock in this offering will be used to purchase Class X Umbrella Units, and we will cause AT Umbrella LLC to use the proceeds it receives from the sale of Class X Umbrella Units to us to pay fees and expenses in connection with this offering and the reorganization transactions and for general corporate purposes. We also intend to cause AT Umbrella LLC to use the net proceeds for potential strategic acquisitions of, or investments in, other businesses or technologies that we believe will complement our current business and expansion strategies. Pro forma diluted income per share is computed by adjusting pro forma net income attributable to Andersen Group Inc. and the weighted average shares of Class A common stock outstanding to give effect to potentially dilutive securities that qualify as participating securities using the treasury stock method, as applicable. Shares of Class B common stock are not participating securities and therefore are not included in the calculation of pro forma basic income per share. Potentially dilutive shares includes    RSUs and Class X Umbrella Units held by noncontrolling interest owners which enable the holders to exchange Class X Umbrella Units for Class A common stock on a one-for-one basis. The dilutive effects of the restricted stock units and the exchangeable non-controlling interests were not included in the computation of diluted loss per share because the effect would have been anti-dilutive.

(5) In connection with the reorganization transactions discussed in the section titled “Organizational Structure,” AT Umbrella LLC will issue two types of promissory notes to Aggregator representing (1) cash distributions to retiring or retired Managing Directors (HO Note) and (2) return of capital to members of Management Holdco (CA Notes). We expect the HO Note to accrue interest at 7.50% payable over eight

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years. We expect the CA Notes to accrue interest between 6.50% to 7.50% payable over one to seven years. The pro-forma adjustment reflects incremental interest expense of $13.9 million for the six months ended June 30, 2025 associated with the borrowings of $7.7 million for the CA Notes and $6.2 million for the HO Note. The aggregate principal amount of the CA Notes is subject to a true-up mechanism following the issuance of these notes to reflect the final calculation of the amount of the related Member Notes, which must be determined on or before December 31, 2025. As a result, the principal amount of the CA Notes could increase or decrease to reflect the aggregate amount of the true-up adjustments.

(6) In connection with the reorganization transactions discussed in the Organizational Structure section, Andersen Tax LLC will incur certain compensation expenses as a result of the exchange of historical equity interests of the Management Holdcos for new Class X Aggregator Units with Managing Directors of Andersen Tax LLC, of which a portion are subject to vesting conditions. These Class X Aggregator Units will vest over a five-year service period. The portion of units subjected to service-based vesting conditions results in incremental compensation expense to be recognized over the requisite service period. The pro forma adjustment reflects incremental compensation expense of $108.0 million associated with the expected six months of compensation expense for Class X Aggregator Units, of which $87.1 million is recognized in cost of services and $20.9 million is recognized in sales, general and administrative expenses. We estimate that we will recognize aggregate compensation expenses of $1,031.2 million through 2030 related to these units. The value for the compensation expense associated with Class X Aggregator Units was estimated using a market approach methodology. This adjustment is based on preliminary estimates and is subject to revision upon the finalization of the Transactions.

(7) This adjustment represents the period increase in compensation expense we expect to incur as a result of the grants of RSUs under our 2025 Equity Incentive Plan that we intend to make in connection with this offering. We estimate that we will recognize aggregate equity-based compensation expense of $     million through 2031 related to these RSUs.

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Unaudited Pro Forma Condensed Consolidated and Combined Balance Sheet

As of June 30, 2025

($ in thousands)

See accompanying notes to unaudited pro forma financial information.

	Historical Andersen Tax Holdings LLC(1)		Distribution Transactions Adjustments					As Adjusted Before Reorganization and Offering Adjustments		Reorganization Adjustments				As Adjusted Before Offering Adjustments		Offering Adjustments				Andersen Group Inc. Pro Forma
Assets
Current assets:
																		(3	)
Cash and cash equivalents	$	78,945	$	(48,425	)	(9	)(11)	$	30,520		—			$	30,520			(5	)
Accounts receivable, net of allowance for credit losses		155,497		—					155,497		—				155,497
Loans and notes receivable from related parties, net of allowance for credit losses		216		—					216		—				216
Investments in held to maturity debt securities, current		9,249		—					9,249		—				9,249
Prepaid expenses and other current assets		27,230		—					27,230		—				27,230			(6	)
Total current assets		271,137		(48,425	)				222,712		—				222,712
Loans and notes receivable from related parties, net of allowance for credit losses		1,905		—					1,905		—				1,905
Property and equipment, net		31,805		—					31,805		—				31,805
Operating lease right-of-use assets		73,019		—					73,019		—				73,019
Intangible assets, net		2,395		—					2,395		—				2,395
Investments in held to maturity debt securities		2,038		—					2,038		—				2,038
Deferred tax assets		265		—					265		—				265
Goodwill		30,078		—					30,078		—				30,078
Total assets	$	412,642	$	(48,425	)			$	364,217	$	—			$	364,217
Liabilities and members’ equity/stockholders’ equity
Current liabilities:
Accounts payable and other accrued expenses	$	13,855		—					13,855		—			$	13,855			(8	)
Accrued payroll and benefits		48,090		—					48,090		—				48,090
Deferred revenue		30,291		—					30,291		—				30,291
Operating lease liabilities, current		16,012		—					16,012		—				16,012
Other current liabilities		17,223		—					17,223		—				17,223
Notes payable to related parties, current		—		—					—		50,466	(7	)		50,466
Distributions payable		—		90,635		(9	)		90,635		—				90,635
Total current liabilities		125,471		90,635					216,106		50,466				266,572
Operating lease liabilities, noncurrent		86,429		—					86,429		—				86,429
Other liabilities		2,391		—					2,391		—				2,391
Notes payable to related parties, noncurrent		—		—					—		329,938	(7	)		329,938
Total liabilities		214,291		90,635					304,926		380,404				685,330

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	Historical Andersen Tax Holdings LLC(1)		Distribution Transactions Adjustments					As Adjusted Before Reorganization and Offering Adjustments		Reorganization Adjustments					As Adjusted Before Offering Adjustments			Offering Adjustments			Andersen Group Inc. Pro Forma
Members’ equity/stockholders’ equity:
Members’ equity		198,351		(139,060	)	(9	)(11)		59,291		(59,291	)	(2	)		—
Preferred stock, par value $0.0001		—		—					—		—					—
																			(3	)
Class A common stock, par value $0.0001		—		—					—		—					—			(5	)
Class B common stock, par value $0.0001		—		—					—		—					—			(3	)
																			(3	)
																			(4	)
													(2	)					(5	)
Additional paid-in-capital		—		—					—		—		(4	)		—			(6	)
													(2	)
													(8	)
Accumulated deficit		—		—					—		(32,111	)	(10	)		(32,111	)		(8	)
													(2	)
													(4	)					(4	)
													(8	)
Non-controlling interest		—		—					—		(289,002	)	(10	)		(289,002	)		(8	)
Total members’ equity/stockholders’ equity		198,351		(139,060	)				59,291		(380,404	)				(321,113	)
Total liabilities and members’ equity/stockholders’ equity	$	412,642	$	(48,425	)			$	364,217	$	—				$	364,217

Notes to Unaudited Pro Forma Condensed Consolidated and Combined Balance Sheet

(1) Andersen Group Inc. was incorporated as a Delaware corporation in April 2025 and has no material assets or results of operations until the completion of this offering and therefore its historical balance sheet is not shown in a separate column in this unaudited pro forma consolidated and combined balance sheet. This column represents the historical consolidated financial statements of Andersen Tax Holdings LLC and its subsidiaries. Andersen Tax Holdings LLC is a wholly owned subsidiary of AT Umbrella LLC.

(2) In connection with this offering, a series of mergers and restructuring activities will occur such that the outstanding equity interests in Andersen Tax Holdings LLC will be consolidated into the equity of Andersen Group Inc. See “Organizational Structure” for further details. Andersen Group Inc. will be authorized to issue two series of common stock: Class A common stock and Class B common stock. The Class A common stock will provide holders with one vote per share on all matters submitted to a vote of stockholders, and the Class B common stock will provide holders with ten votes per share on all matters submitted to a vote of stockholders. The holders of Class B common stock will not have any of the economic rights (including rights to dividends and distributions upon liquidation) provided to holders of Class A common stock. A holder of a Class X Umbrella Unit of AT Umbrella LLC and a share of Class B common stock may exchange such interests for a share of Class A common stock or cash, at the option of the Company.

(3) For purposes of the unaudited pro forma financial information, we have assumed that shares of Class A common stock will be issued by us at a price per share equal to the midpoint of the price range set forth on the cover of this prospectus, and as a result, immediately following the completion of this offering, the ownership percentage represented by Class X Umbrella Units not held by us will be    %, and the net income attributable to Class X Umbrella Units not held by us will accordingly represent    % of our net income. If the underwriters’ over-allotment option to purchase additional shares of Class A common stock is exercised in full, the ownership percentage represented by Class X Umbrella Units not held by us

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will be    % and the net income attributable to Class X Umbrella Units not held by us will accordingly represent    % of our net income. The non-controlling interest holders of AT Umbrella LLC will purchase shares of Class B common stock at par value. The higher percentage of net income attributable to Class X Umbrella Units not held by us over the ownership percentage of Class X Umbrella Units not held by us is due to the recognition of additional current income tax expense after giving effect to the adjustments for the reorganization transactions and this offering that is entirely attributable to our interest. This adjustment is based on preliminary estimates and is subject to revision upon the finalization of the Transactions.

Assumed initial public offering price per share	$
Shares of Class A common stock issued in this offering
Gross proceeds	$
Less: underwriting discounts and commissions	$
Less: offering expenses (including amounts previously deferred)	$
Net cash proceeds	$

(4) Upon completion of the Transactions, Andersen Group Inc. will become the sole managing member of AT Umbrella LLC. Although we will have a minority economic interest in AT Umbrella LLC, because we will have a controlling financial interest under GAAP rules in AT Umbrella LLC due to our position as its sole managing member, we will consolidate the financial results of AT Umbrella LLC. As a result, we will report a non-controlling interest related to the Class X Umbrella Units held by Aggregator on our consolidated balance sheet. The computation of the non-controlling interest following the completion of this offering, based on the assumed initial public offering price, is as follows:

	Units	Percentage		Amount
Interest in AT Umbrella LLC held by Andersen Group Inc.			%
Non-controlling interest in AT Umbrella LLC held by Aggregator			%

If the underwriters were to exercise in full their over-allotment option, Andersen Group Inc. would own    % of the economic interest of AT Umbrella LLC and Aggregator would own the remaining    % of the economic interest of AT Umbrella LLC. Following the completion of this offering, the Class X Umbrella Units held by Aggregator, representing the non-controlling interest, will be redeemable at the election of Aggregator or its members, for shares of Class A common stock on a one-for-one basis or a cash payment equal to the volume-weighted average market price of one share of our Class A common stock for each Class X Umbrella Unit redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications) in accordance with the terms of the AT Umbrella Limited Liability Company Agreement. This adjustment is based on preliminary estimates and is subject to revision upon the finalization of the Transactions.

(5) Andersen Group Inc. intends to contribute $    million of the net proceeds from this offering to AT Umbrella LLC (or $    million if the underwriters exercise their option to purchase additional shares in full) in exchange for    Class X Umbrella Units (or    Class X Umbrella Units if the underwriters exercise their option to purchase additional shares in full). Such contribution amount will be used by AT Umbrella LLC to pay the expenses of this offering and for operational purposes.

(6) We have deferred certain costs associated with this offering, including certain legal, accounting and other related expenses, which have been recorded in other current assets on this unaudited pro forma consolidated and combined statement of financial position. Upon completion of this offering, these deferred costs will be charged against the proceeds from this offering with a corresponding reduction to additional paid-in capital.

(7) In connection with the reorganization transactions discussed in the section titled “Organizational Structure,” AT Umbrella LLC will issue two types of promissory notes to Aggregator representing (1) cash distributions to retiring or retired Managing Directors (HO Note) and (2) return of capital to members of Management Holdco (CA Notes). The aggregate principal amount of the CA Notes is subject to a true-up mechanism following the issuance of these notes to reflect the final calculation of the amount of the related Member Notes, which must be determined on or before December 31, 2025. As a result, the principal amount of the CA Notes could increase or decrease to reflect the aggregate amount of the true-up

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adjustments. The current portion of the HO Note and CA Notes on the unaudited pro forma condensed consolidated and combined balance sheet is $50.5 million, and the noncurrent portion is $329.9 million.

(8) Andersen Tax LLC, an indirect wholly owned subsidiary of AT Umbrella LLC, has been, and will continue to be, taxed as a disregarded entity for U.S. federal and state income tax purposes. As such, income generated by Andersen Tax LLC will flow through to its indirect partners, including us, and is generally not subject to tax at the Andersen Tax LLC level. However, certain state and local jurisdictions impose an entity level income tax and these amounts are reflected as income taxes in the unaudited pro forma consolidated and combined income statement. Following the Transactions, we will be subject to U.S. federal income taxes, in addition to state and local income taxes with respect to our allocable share of any taxable income of Andersen Tax LLC. As a result, the unaudited pro forma consolidated and combined income statement reflects adjustments to our income tax expense assuming the U.S. federal and state and local rates currently in effect.

(9) The pro forma financial information has been prepared to reflect both a planned distribution of $90.6 million related to members’ undistributed capital and allocated income subsequent to the balance sheet date and prior to the date of this offering as well as distributions related to income allocations and tax distributions in the aggregate amount of $45.5 million paid after the balance sheet date from Andersen Tax Holdings LLC to the Management Holdcos prior to the reorganization.

(10) In connection with the reorganization transactions discussed in the Organizational Structure section, Andersen Tax LLC will incur certain equity restructuring expenses as a result of the exchange of historical equity interests at the Management Holdcos for new Class H Aggregator Units and Class X Aggregator Units. In connection with the restructuring, new Class H Aggregator Units will include a higher income allocation to unit holders than under the previous Management Holdco units, which results in an incremental expense to be recognized on the date of execution of the reorganization. The pro-forma adjustment reflects incremental expense for these Class H Aggregator Units of $164.2 million. The value of Class H Aggregator Units was estimated using a discounted cash flow methodology. Certain holders of historical equity interests at the Management Holdcos will also receive Class X Aggregator Units and a return of contributed capital through the Member Notes which results in an incremental one-time expense that will not recur beyond 12 months after the transaction of $35.2 million. The value for the equity restructuring costs associated with Class X Aggregator Units was estimated as the difference between the value of the Class X Aggregator Units and the value of the historical equity interests at the Management Holdcos. These adjustments are based on preliminary estimates and are subject to revision upon the finalization of the Transactions.

For Class X Aggregator Units, these are being exchanged from existing Management Holdco common units which are fully vested. A portion of the new Class X Aggregator Units will be subjected to re-vesting over a five-year service period. The portion of units subjected to re-vesting results in incremental compensation expense to be recognized over the service period.

(11) In connection with the reorganization transactions and equity restructuring, we will pay the remaining $2.9 million balance of loans held by certain Managing Directors in connection with their purchase of historical common units at the Management Holdcos. We will account for this as a distribution to its parent entity.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with the consolidated financial statements and the related notes and other financial information included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the sections titled “Special Note Regarding Forward-Looking Statements” and “Risk Factors” for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Historically, our business has been operated through Andersen Tax LLC and its subsidiaries. Andersen Group Inc. was formed for the purpose of this offering and has engaged to date only in activities in contemplation of this offering. Andersen Group Inc. will be a holding company and, immediately after the consummation of the reorganization transactions and this offering, its sole material asset will be the indirect ownership interests in Andersen Tax Holdings LLC, which in turn will own all ownership interests in Andersen Tax LLC. Our only business will be acting as the sole manager of AT Umbrella LLC, the parent company of Andersen Tax Holdings LLC, and, in that capacity, we will operate and control all of the business and affairs of AT Umbrella LLC and we will consolidate the financial results of AT Umbrella LLC and its subsidiaries, including Andersen Tax Holdings LLC and Andersen Tax LLC. AT Umbrella LLC, Andersen Tax Holdings LLC, and Andersen Tax LLC are fiscally transparent for U.S. federal income tax purposes and, as a result, AT Umbrella LLC’s members will pay income taxes with respect to their allocable shares of its net taxable income. For more information regarding the reorganization transactions and our holding company structure, see the section titled “Organizational Structure.”

Overview

We are a leading provider of independent tax, valuation and financial advisory services to individuals, wealthy families, businesses and institutional clients in the United States. From our roots as a tax advisory firm, we have strategically expanded our business to build an integrated platform of service offerings that enables us to solve our clients’ most complex challenges. We have achieved this by delivering market-leading technical expertise combined with practical advice, supported by our unique firm culture, integrated services offerings and our relationship with Andersen Global, a Swiss association of over 300 member and collaborating firms.

Since our founding as a tax advisory firm in 2002, we have achieved consistent growth to date, having delivered a revenue CAGR of 15% since 2003, the first full fiscal year following our formation, through December 31, 2024, and a net income CAGR of 24% since 2009, the first full fiscal year following our management buyout from HSBC, through December 31, 2024. Our operating model is powered by a strong firm culture based on shared values, integrated services offerings and investments in our people, which has allowed us to build a differentiated approach to client service. This differentiated approach has enabled us to achieve the following significant milestones:

• 2002 – Founded under the name Wealth and Tax Advisory Services, Inc. (WTAS)

• 2003 to 2007 – Expanded service capabilities to include valuation, investment consulting services, state and local tax (SALT), corporate taxation, real estate services, personal accounting solutions, international tax, cost segregation, private equity, corporations and tax controversy

• 2007 – Surpassed $100 million in revenue

• 2008 – Completed Management buyout from HSBC

• 2012 – Surpassed 500 personnel

• 2013 – Formed WTAS Global in three countries

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• 2014 – Acquired Andersen name and rebranded to Andersen Tax and Andersen Global

• 2016 – Launched collaboration with the University of San Francisco and Andersen Global expanded to cover over 15 countries

• 2018 – Launched Student Loan Paydown Plan for employees and surpassed $250 million in revenue

• 2019 – Surpassed 1,000 personnel and Andersen Global covered over 70 countries

• 2022 – Surpassed $500 million in revenue and Andersen Global surpassed 13,000 personnel

• 2023 – Surpassed 2,000 personnel

• 2024 – Launched Andersen Institute of Finance and Economics, surpassed $700 million in revenue and Andersen Global covered over 170 countries

• 2025 – Launched Andersen Consulting and Andersen Global surpassed 19,000 personnel

Key Financial and Operational Metrics

We monitor the following key financial and business metrics to evaluate our business, measure our performance and make strategic decisions:

Revenue and Components of Revenue

We generate our revenue from providing tax and financial advisory services to our clients. During 2024 and 2023 and the six months ended June 30, 2025 and 2024, the substantial majority of our revenue was generated on a time and materials basis and, to a lesser extent, by fixed fee contracts and contingent fee contracts. In the future, our revenue and profitability could vary materially depending on changes in the nature of services provided, as well as the stage of performance at which the right to receive fees is finally determined. We provide services in four primary areas:

• Private Client Services. We provide comprehensive tax and financial services for individuals and families, addressing complex client matters such as multigenerational wealth, charitable giving and trust and estate planning.

• Business Tax Services. We offer a broad range of scalable, integrated tax-related consulting and compliance services for businesses, helping organizations with managing their tax planning, compliance and reporting needs.

• Alternative Investment Funds. We deliver comprehensive tax and financial-related services for alternative investment funds, including family offices, funds of funds, hedge funds, private equity funds, venture capital funds and real estate investment trusts.

• Valuation Services. We provide clients with independent valuation expertise that helps clients navigate tax laws and regulations and comply with regulatory requirements.

During 2024, our revenue increased by 15% to $731.6 million from $639.1 million during 2023. Our revenue during the six months ended June 30, 2025 increased by 13% to $384.1 million compared to $341.5 million during the six months ended June 30, 2024. Revenue consists of professional services revenue and reimbursable expenses, which primarily include travel and out-of- pocket costs that are billable to clients.

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Revenue by Service Line

We have built a multidimensional independent advisory firm with the ability to provide differentiated services across tax and financial services to address our clients’ most complex challenges. This is reflected in the revenue contribution of our services lines:

	Six Months Ended June 30,						Year Ended December 31,
	2025			2024			2024			2023
Private client services		49.9	%		49.7	%		49.8	%		50.2	%
Business tax services		34.9			35.4			35.7			35.4
Alternative investment funds		9.7			9.8			9.5			9.3
Valuation services		5.5			5.1			5.0			5.1

The percentage of revenue by service line has largely remained stable over the past five years.

Revenue by Geographic Region

Since our founding, we have expanded our geographic reach across the United States, serving clients from over 25 offices as of June 30, 2025. While our offices are primarily situated in major metropolitan areas, our expansive presence across the United States allows us to adapt to regional market fluctuations and capitalize on localized opportunities. Geographic revenue contribution is derived from the assigned office of each employee working on an engagement. This regional allocation typically aligns with the region in which the client is located, but in some cases, the client may be in a region different from the location of the office or employees.

Revenue by U.S. region was:

	Six Months Ended June 30,						Year Ended December 31,
	2025			2024			2024			2023
East		38.8	%		37.5	%		37.2	%		36.9	%
Central		17.8			17.6			18.5			18.0
West		43.4			44.9			44.3			45.1

Clients

During 2024, we performed services for over 11,700 client groups across the United States, representing an increase of 9% from over 10,700 client groups during 2023. Client groups will often comprise multiple client engagements with different entities or individuals, such as multiple subsidiaries of an entity, multiple principals within a single private equity fund or multiple individuals or trusts within a single wealthy family. Across our client groups, we had over 20,300 client engagements in 2024, representing an increase of approximately 13% from the over 17,900 client engagements we served in 2023.

Our clients are distributed across a substantial number of individuals, wealthy families and trusts and business enterprises within a wide range of industries, including financial services, consumer products, healthcare, hospitality, manufacturing, pharmaceutical and biotech, private equity, real estate, technology and venture capital. By serving a diverse range of clients across a diverse range of industries, we believe we can capitalize on growth opportunities in expanding sectors while offsetting potential slowdowns in others.

We have increased our revenue by expanding the scope and size of our client relationships over time. In 2024, we had 629 client groups that generated over $250,000 in revenue, as compared to 524 such client groups in 2023. We attribute this growth to strong performance in service delivery, cross-selling services, leveraging our relationships with Andersen Global firms, pricing increases and client satisfaction initiatives.

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Our revenue is also dispersed across a broad range of client groups with no single client group accounting for more than 1% of revenue in 2024 and 2023. Our top 10 client groups accounted for approximately 5% of revenue in each of 2024 and 2023.

We have a successful track record of retaining our clients. For example, approximately 74% of our revenue in each of the years ended December 31, 2024 and 2023 was generated from client groups who have worked with us for three or more years. Our continued efforts to maintain our clients have not only contributed to consistent revenue streams but also positions us to capitalize on diversified growth opportunities and maintain strong market competitiveness.

Through the six months ended June 30, 2025, we have performed services for over 11,300 client groups and over 20,600 client engagements, compared to over 10,400 client groups and over 17,900 client engagements during the six months ended June 30, 2024. From time to time we perform periodic reviews to ensure that we are actively managing the number of client relationships that our partners maintain at any one time and are focusing our resources on our most important client engagements. The decrease in our client count and number of engagements relative to December 31, 2024 was due to such a review, reflecting our continued focus on high-quality clients and the administrative closing of inactive matters.

People Metrics

Compensation costs represent the largest portion of our operating expenses. As a result, we monitor our total number of employees, growth in employees and attrition rates:

	Total Employees		Growth Rate			Attrition Rate
Year Ended December 31, 2024		2,187		5.0	%		14.1	%
Year Ended December 31, 2023		2,082		20.2			11.0
Year Ended December 31, 2022		1,732		15.6			16.8
Year Ended December 31, 2021		1,499		13.1			18.5
Year Ended December 31, 2020		1,325		11.9			10.3

Our workforce, which excludes temporary staff, consists of predominantly client serving professionals, and grew to 2,187 total employees as of December 31, 2024, compared to 2,082 as of December 31, 2023. Attrition, excluding involuntary terminations, was 14% in 2024, consistent with our 5-year average of 14%. We monitor voluntary attrition and adjust hiring levels as needed to proactively manage the needs of our business. For example, our lower-than-average attrition rate in 2023 led to a reduction in our hiring in 2024, reducing the growth rate of our workforce accordingly.

As of December 31, 2024, our workforce had a balanced distribution of tenure, reflecting a blend of experienced professionals and newer talent. Our 2,187 total employees included 283 Managing Directors as of December 31, 2024. Employees with ten or more years of service represented 10% of the workforce, while those with three to ten years represented 37% of the workforce. These experienced professionals, totaling 47% of our workforce, provide institutional knowledge and stability. Meanwhile, employees with fewer than three years of service comprised 53% of our workforce, reflecting ongoing recruitment efforts to support growth and address evolving business demands. This distribution highlights our ability to retain experienced talent while integrating newer employees to adapt to changing market conditions and drive the future success of our business.

Our workforce grew to 2,220 employees as of June 30, 2025 and our attrition rate was 13.9% for the six months ended June 30, 2025.

Non-GAAP Financial Measures

We use certain non-GAAP financial measures to supplement our financial measures prepared in accordance with accounting principles generally accepted in the United States (GAAP), which include EBITDA, Adjusted

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EBITDA, Adjusted EBITDA Margin, Adjusted Net Income and Adjusted Net Income Margin. We believe that non-GAAP financial measures, when taken collectively, may be helpful to investors because they provide consistency and comparability with past financial performance. We also believe that EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income and Adjusted Net Income Margin can enhance an investor’s understanding of our financial and operating performance from period to period, because they exclude certain items relating to income tax expense, interest, depreciation and amortization, non-cash equity-based compensation and transaction costs which are not necessarily reflective of our ongoing operations and performance. However, non-GAAP financial measures are presented for supplemental informational purposes only, have limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. Some of the limitations of EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin include that they exclude certain tax payments that may reduce cash available to us, do not reflect any cash capital expenditure requirements for the assets being depreciated and amortized that may have to be replaced in the future, and do not reflect changes in, or cash requirements for, our working capital needs. Some of the limitations of Adjusted Net Income and Adjusted Net Income Margin include that they exclude the impact of expenses related to transaction activities, restructuring costs and non-cash equity-based compensation, which we expect we will incur in the future.

Other companies, including companies in the professional services industry, may calculate similarly titled non-GAAP financial measures differently or may use other measures to evaluate their performance, any of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business.

The following table summarizes non-GAAP financial measures (along with the most directly comparable GAAP measures) for the periods indicated:

	Six Months Ended June 30,					Year Ended December 31,
	2025			2024		2024		2023
	(unaudited)
	($ in thousands)
Net (Loss)/Income	$	(45,407	)	$	46,890	$	134,801	$	118,683
Adjusted Net Income (unaudited)(1)		87,544			46,890		136,394		118,683
EBITDA (unaudited)(1)		(46,096	)		49,960		141,061		126,109
Adjusted EBITDA (unaudited) (1)		86,855			49,960		142,654		126,109
Revenue		384,058			341,565		731,593		639,111
Net (Loss)/Income Margin (unaudited)		(11.8)%			13.7%		18.4%		18.6%
Adjusted Net Income Margin (unaudited) (1)		22.8%			13.7%		18.6%		18.6%
Adjusted EBITDA Margin (unaudited)(1)		22.6%			14.6%		19.5%		19.7%

(1) These are non-GAAP financial measures. See below for a reconciliation to the most directly comparable GAAP financial measure.

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EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin

We define EBITDA as net income plus income tax expense, interest expense, and depreciation and amortization less interest income. We define Adjusted EBITDA as EBITDA with adjustments to exclude results from expenses related to transaction activities and non-cash equity-based compensation. In the future, we expect to exclude additional results from expenses associated with restructuring historical equity units and future grants of equity-based compensation awards. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue. The following table is a reconciliation of net (loss) / income to EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin for each of the periods indicated:

	Last Twelve Months Ended June 30,			Six Months Ended June 30,						Year Ended December 31,
	2025			2025			2024			2024			2023
				(unaudited)
				($ in thousands)
Net (Loss)/Income	$	42,504		$	(45,407	)	$	46,890		$	134,801		$	118,683
Interest income		(4,854	)		(2,230	)		(1,900	)		(4,524	)		(2,660	)
Interest expense		279			247			32			64			138
Depreciation and amortization		(1,275	)		4,131			4,105			8,325			7,691
Income tax (benefit)/expense		8,351			(2,837	)		833			2,395			2,257
EBITDA		45,005			(46,096	)		49,960			141,061			126,109
Transaction costs(1)		4,985			3,392			—			1,593			—
Equity-based compensation(2)		129,559			129,559			—			—			—
Adjusted EBITDA		179,549			86,855			49,960			142,654			126,109
Revenue		774,086			384,058			341,565			731,593			639,111
Net (Loss)/Income Margin		5.5	%		(11.8	)%		13.7	%		18.4	%		18.6	%
Adjusted EBITDA Margin		23.2	%		22.6	%		14.6	%		19.5	%		19.7	%

(1) Transaction costs include certain legal, accounting and consulting costs incurred for public company readiness not eligible for capitalization and related to the planned restructuring and amounts incurred in advance of planned mergers and acquisitions.

(2) Equity-based compensation consists of profits interest units granted in connection with services performed for Andersen Tax LLC to certain Managing Directors and service providers to share in the profits and losses of the parent entities. We recognized $104.5 million of non-cash compensation expense in cost of services and $25.1 million in sales, general and administrative expense during the six months ended June 30, 2025.

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Adjusted Net Income and Adjusted Net Income Margin

We define Adjusted Net Income as net income plus expenses related to transaction activities and non-cash equity-based compensation. We define Adjusted Net Income Margin as Adjusted Net Income divided by revenue. We believe Adjusted Net Income and Adjusted Net Income Margin enhance an investor’s understanding of our financial and operating performance because they exclude certain items relating to transaction costs and non-cash equity-based compensation because they allow for greater transparency into what measures we use in operating our business and measuring our performance and enable comparison of financial trends and results between periods where items may vary independent of business performance. The following table reflects the reconciliation of net (loss)/income to Adjusted Net Income and Adjusted Net Income Margin for each of the periods indicated:

	Last Twelve Months Ended June 30,			Six Months Ended June 30,						Year Ended December 31,
	2025			2025			2024			2024			2023
				(unaudited)
				($ in thousands)
Net (Loss)/Income	$	42,504		$	(45,407	)	$	46,890		$	134,801		$	118,683
Transaction costs(1)		4,985			3,392			—			1,593			—
Equity-based compensation(2)		129,559			129,559			—			—			—
Adjusted Net Income	$	177,048		$	87,544		$	46,890		$	136,394		$	118,683
Revenue		774,086			384,058			341,565			731,593			639,111
Net (Loss)/Income Margin		5.5	%		(11.8	)%		13.7	%		18.4	%		18.6	%
Adjusted Net Income Margin(1)		22.9	%		22.8	%		13.7	%		18.6	%		18.6	%

(1) Transaction costs include certain legal, accounting and consulting costs incurred for public company readiness not eligible for capitalization and related to the planned restructuring and amounts incurred in advance of planned mergers and acquisitions.

(2) Equity-based compensation consists of profits interest units granted in connection with services performed for Andersen Tax LLC to certain Managing Directors to share in the profits and losses of the parent entities. We recognized $104.5 million of non-cash equity-based compensation expense in cost of services and $25.1 million in sales, general and administrative expense during the six months ended June 30, 2025.

Key Factors Affecting Our Performance

Since our founding in 2002, our financial performance has been characterized by rapid and sustained growth, strong client retention and a recurring revenue profile. This track record of performance for historical periods and our expected future performance is driven by the following key factors.

Our Ability to Retain and Expand Relationships with Existing Clients

Our ability to retain and expand relationships with existing clients is an important driver of our continued growth and success. Client retention is primarily determined by our ability to deliver tailored tax, valuation, financial advisory, and consulting services that are relevant, practical and value added. We also rely on our managing directors to build long-term trusted relationships with their clients and have maintained a low leverage managing director to professional model that enables our managing directors to engage with clients directly. The effectiveness of our client retention strategies is reflected in our success in securing repeat business from our clients. For example, in 2024, approximately 74% of our revenue came from client groups who had worked with Andersen for more than three years.

We undertake a targeted and deliberate approach to expanding our relationships with our existing clients, led by our revenue generating managing directors who selectively introduce relevant services from across our integrated platform on their existing projects. Since the commencement of their respective engagements with us, our 10 largest client groups in 2024 have grown their aggregate contribution to our revenue by 5.3 times.

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Despite our expansion of our existing client relationships, we maintain relatively low client concentration. Our revenue from our top ten client groups as a percentage of revenue was approximately 5% in 2024 and 2023.

Our Ability to Attract New Clients

Through the six months ended June 30, 2025, we had in excess of 20,600 client engagements, compared to over 17,900 client engagements during the six months ended June 30, 2024, representing an increase of 15% period-over-period. We believe that we have a significant opportunity to add new clients in our existing core services areas across the United States, and to expand our client base to new services areas and geographies.

Our ability to attract new clients is driven by several factors, including maintaining our reputation for professionalism and excellence in client service, the breadth and depth of our tax, valuation, financial advisory, and consulting services, and our ability to adapt to emerging trends and client demands. To win new business we rely on our managing director driven sales motion, positive word of mouth from our clients, referrals from Andersen Global firms, and the strength of the Andersen brand. We also have a successful track record of inorganic growth. We expect to add new clients, including in new geographies, through selective acquisitions in the future.

Our Ability to Manage the Firm’s Human Capital and Attract Talent

To provide services to our clients, we rely on the skills, experience, and productivity of our team of managing directors and professionals. To support our talent initiatives we have developed a strong culture and collaborative environment that not only encourages our professionals to remain at our firm, but also attracts talent from across the industry. Over the past few years, we have grown our talent base, with our headcount increasing by 65% during the five-year period ended December 31, 2024, and received over 63,000 job applications during that period. Our professionals are also highly qualified in their respective fields. Client-facing professionals at manager level and above are typically required to attain and maintain professional licensure in their respective services. As of June 30, 2025, 87% of these professionals held professional licenses such as CPAs, CFAs, enrolled agents (EAs), LLMs or JDs. In addition, 54% of these professionals held advanced degrees.

Our focus on retaining talent provides us multiple benefits, including improved client satisfaction, reduced hiring and training costs and increased productivity. To support employee retention we emphasize mentorship and invest in training and development to ensure our team remains motivated and highly skilled. Additionally, our low managing director to professional operating model and focus on stewardship supports our professionals in their development and enables a collaborative and inclusive work environment that encourages retention. We have maintained consistently low attrition rates compared to industry benchmarks, with an average client-facing non-partner attrition rate over the last three years that was approximately four percentage points lower than the industry average of approximately 21%.

Our Ability to Incorporate Technology into the Delivery of Client Services

As client expectations for quality and speed of service delivery continue to increase, our ability to leverage new technologies such as AI, machine learning and data analytics to deliver insightful, data-driven advice to our clients will be increasingly important. Our success in seamlessly integrating new technologies into our workflows not only boosts our operational efficiency but also enriches the client experience, strengthening client retention and helping us attract new business. Our success in implementing new technologies and driving improved efficiency is, in part, reflected in our ability to increase average revenue per employee by 9% year- over-year in 2024 to approximately $335,000, which compares favorably to the industry average of approximately $230,000 in 2024.

Our Ability to Expand Our Service Offerings While Maintaining Our Reputation for Delivering High Quality Services

Our performance depends, in part, on our ability to broaden our suite of services to address emerging client needs, while maintaining our commitment to providing practical, highly relevant, insightful and technical advice.

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We have a track record of expanding the scope of our service offerings. For example, leveraging our foundation as a leading tax practice, we have grown our capabilities to include private accounting solutions, family office consulting, valuation services, investment consulting services, global workforce mobility services, forensic services, and real estate consulting services. In addition, we launched Andersen Consulting in February 2025 and will continue to invest in expanding our advisory services offerings, although we do not currently expect it to make a material organic contribution to our revenue in the foreseeable future.

Our Relationships with Andersen Global Member and Collaborating Firms

Our performance is increasingly influenced by our strategic relationships with the member and collaborating firms of Andersen Global. Andersen Global is an association of legally separate, independent firms and is one of the largest professional services affiliations in the world, with over 44,000 professionals and 2,900 partners in 182 countries as of June 30, 2025. These relationships enhance our global reach and enrich our service offerings, allowing us to serve our U.S. clients globally. The strength and breadth of these relationships enable us to leverage diverse expertise and local market insights, supporting our ability to maintain a competitive advantage and meet our clients’ complex and evolving needs. We intend to continue investing in building relationships with Andersen Global firms to enhance our ability to serve our existing clients and drive new client referrals.

Seasonality

Our busiest periods typically align with U.S. tax filing deadlines, particularly the months leading up to April 15th for individual and corporate tax filings and the extension deadlines in October. During these peak times, we typically experience a substantial increase in client engagements and workload, which has historically driven an increase in billable hours and revenue.

Components of Our Results of Operations

Revenue

The substantial majority of our revenue is recognized on an accrual, or time and materials, basis. Each of our professionals is assigned an hourly billing rate based on several factors, such as classification, experience level, location, market conditions, area of expertise, and service line. Time related to the performance of all services is maintained in a time and billing system. However, we may enter into service arrangements that are not based on a time and materials basis, such as fixed price or contingent fee arrangements, although to date such arrangements have not represented a material portion of our revenue. Our engagements may also provide for adjustments, refunds, or discounts under specific circumstances that are reflected in the transaction price.

Operating Expenses

Our operating expenses consist of the following:

Cost of Services

Cost of services primarily consist of direct expenses related to the production of deliverables under client assignments. This includes personnel costs for revenue-generating personnel, such as wages, non-cash equity-based compensation, benefits and incentive compensation, and sub-consultant costs, software costs and an allocation of non-personnel costs such as occupancy costs.

Sales, General and Administrative

Sales, general and administrative expenses primarily consist of personnel costs such as wages, non-cash equity-based compensation, benefits and incentive compensation related to support and administrative functions, and non-personnel costs such as professional fees, business development, occupancy, advertising, recruiting and training costs.

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Depreciation and Amortization

Depreciation and amortization primarily consist of depreciation and amortization of our property and equipment, software and acquired intangible assets.

Interest Income/Expense, Net

Interest income consists of interest earned on cash and equivalent balances, investments in held-to-maturity debt securities, and notes receivable from related parties. Interest expense consists of interest incurred on property and equipment financed through lease arrangements. After the completion of this offering, we expect to incur higher interest expense related to the CA Notes and the HO Note.

Other Income, Net

Other income, net consists primarily of sublease income and license fee income.

Income Tax Expense

Income tax expense consists primarily of current and deferred income tax.

Equity-Based Compensation

Except for the grants of profits interest units in April 2025, historically we have not incurred equity-based compensation expense. Following the completion of this offering, our future operating expenses will include substantial equity-based compensation expense with respect to (1) RSUs that we intend to grant in connection with this offering, (2) the exchange of the profits interest units granted in April 2025 for unvested Class X Aggregator Units as part of the reorganization transactions, (3) the exchange of Management Holdco units for unvested Class X Aggregator Units as part of the reorganization transactions and (4) any other equity-based awards we may grant in the future. Based on the assumed initial public offering price of $    per share, the midpoint of the price range set forth on the cover page of this prospectus, we anticipate that we will incur equity-based compensation expense of approximately $    million in the aggregate in connection with the RSUs that we intend to grant in connection with this offering, which will be expensed over the applicable service periods. We anticipate that we will incur additional equity-based compensation expense of approximately $1,031.2 million in the aggregate in connection with the exchange of the profits interest units granted in April 2025 and Management Holdco units for Class X Aggregator Units as part of the reorganization transactions. These Class X Aggregator Units will vest over a five-year service period. The portion of units subject to service-based vesting conditions results in incremental compensation expense to be recognized over the requisite service period. We anticipate that approximately $55.0 million will be expensed in the fourth quarter of 2025, while the remaining approximately $976.2 million will be expensed ratably through 2030. These amounts are based on preliminary estimates and are subject to revision upon the finalization of the transactions.

Equity Restructuring Expense

Additionally, in the fourth quarter of 2025, we expect to incur a one-time equity restructuring expense of approximately $164.2 million as a result of the exchange of historical equity interests at the Management Holdcos for new Class H Aggregator Units. The new Class H Aggregator Units will include a higher income allocation to unit holders than under the previous Management Holdco units held by such unit holders, which results in an incremental one-time expense to be recognized in the fourth quarter of 2025 upon the completion of the reorganization transactions. Certain holders of historical equity interests at the Management Holdcos will also receive Class X Aggregator Units and a return of contributed capital through the Member Notes which results in an incremental one-time expense that will not recur beyond 12 months after the transaction. We expect to incur a one-time equity restructuring expense for these Class X Aggregator Units of $35.2 million. These amounts are based on preliminary estimates and are subject to revision upon the finalization of the transactions.

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Results of Operations

Comparison of the Six Months Ended June 30, 2025 and 2024

The following table summarizes our consolidated results of operations for the six months ended June 30, 2025 and 2024:

	Six Months Ended June 30,						Change
	2025			2024			$			%
	($ in thousands)
Revenue	$	384,058		$	341,565		$	42,493			12.4	%
Operating expenses
Cost of services (excluding depreciation and amortization)		343,206			224,786			118,420			52.7
Sales, general and administrative		89,241			67,903			21,338			31.4
Depreciation and amortization		4,131			4,105			26			0.6
Total operating expenses		436,578			296,794			139,784			47.1
Operating (loss) / income		(52,520	)		44,771			(97,291	)		(217.3	)
Interest income		2,230			1,900			330			17.4
Interest expense		(247	)		(32	)		(215	)		671.9
Other income, net		2,293			1,084			1,209			111.5
(Loss) / income before income tax (benefit) / expense		(48,244	)		47,723			(95,967	)		(201.1	)
Income tax (benefit) / expense		(2,837	)		833			(3,670	)		(440.6	)
Net (loss) / income	$	(45,407	)	$	46,890		$	(92,297	)		(196.8	)%

The following table sets forth our consolidated results of operations expressed as a percentage of revenue:

	Six Months Ended June 30,
	2025			2024
Revenue		100.0	%		100.0	%
Operating expenses
Cost of services (excluding depreciation and amortization)		89.4			65.8
Sales, general and administrative		23.2			19.9
Depreciation and amortization		1.1			1.2
Total operating expenses		113.7			86.9
Operating (loss)/income		(13.7	)		13.1
Interest income		0.6			0.6
Interest expense		(0.0	)		(0.0	)
Other income, net		0.6			0.3
(Loss) / income before income tax (benefit) / expense		(12.5	)		14.0
Income tax (benefit) / expense		(0.7	)		0.3
Net (loss)/income		(11.8	)%		13.7	%

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Revenue

	Six Months Ended June 30,				Change
	2025		2024		$		%
	($ in thousands)
Revenue	$	384,058	$	341,565	$	42,493		12.4	%

Our revenue during the six months ended June 30, 2025 increased by $42.5 million, or 12%, to $384.1 million, compared to $341.6 million during the six months ended June 30, 2024. Growth in new client acquisition contributed to increased project volumes and service demand with targeted business development and marketing efforts enabling this growth. We have also improved our billing and realization rates for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

Operating Expenses

	Six Months Ended June 30,				Change
	2025		2024		$		%
	($ in thousands)
Cost of services (excluding depreciation and amortization)	$	343,206	$	224,786	$	118,420		52.7	%
Sales, general and administrative		89,241		67,903		21,338		31.4
Depreciation and amortization		4,131		4,105		26		0.6
Total operating expenses	$	436,578	$	296,794	$	139,784		47.1	%

Cost of services

Our cost of services during the six months ended June 30, 2025 increased by $118.4 million, or 53%, to $343.2 million compared to $224.8 million during the six months ended June 30, 2024. The increase in cost of services was primarily attributable to increases in salaries, non-cash equity-based compensation, benefits and other personnel costs as our headcount scaled to meet higher demand for our services. Cost of services as a percentage of revenue fell period-over-period from 66% during the six months ended June 30, 2024 to 89% for the six months ended June 30, 2025.

Sales, general and administrative

Our sales, general and administrative expenses during the six months ended June 30, 2025 increased by $21.3 million, or 31%, to $89.2 million compared to $67.9 million during the six months ended June 30, 2024. The increase was primarily related to an increase in compensation costs in connection with granting profits interest units in April 2025 and salary increases from our increased headcount period to period. We also incurred increased audit, accounting and consulting fees in advance of this offering. Sales, general and administrative costs as a percentage of revenue increased year-over-year from 20% for the six months ended June 30, 2024 to 23% for the six months ended June 30, 2025.

Depreciation and amortization

Our depreciation and amortization expenses during the six months ended June 30, 2025 remained consistent with the six months ended June 30, 2024 at $4.1 million. Depreciation and amortization costs as a percentage of revenue remained consistent year-over-year at 1%.

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Interest Income

	Six Months Ended June 30,				Change
	2025		2024		$		%
	($ in thousands)
Interest income	$	2,230	$	1,900	$	330		17.4	%

Interest income during the six months ended June 30, 2025 increased by $0.3 million, or 17%, to $2.2 million, compared to $1.9 million in 2024. The increase was primarily driven by increased interest from investments and loans and notes receivable from related parties.

Interest Expense

	Six Months Ended June 30,				Change
	2025		2024		$		%
	($ in thousands)
Interest expense	$	247	$	32	$	215		671.9	%

Interest expense for the six months ended June 30, 2025 increased by approximately $0.2 million, or 672%, compared to the six months ended June 30, 2024.

Other Income, Net

	Six Months Ended June 30,				Change
	2025		2024		$		%
	($ in thousands)
Other income, net	$	2,293	$	1,084	$	1,209		111.5	%

Other income, net during the six months ended June 30, 2025 increased by $1.2 million, or 112%, to $2.3 million, compared to $1.1 million during the six months ended June 30, 2024. This increase was primarily due to increased rental income and increased license fee income.

Income tax (benefit) / expense

	Six Months Ended June 30,					Change
	2025			2024		$		%
	($ in thousands)
Income tax (benefit) / expense	$	(2,837	)	$	833	$	3,670		440.6	%

Our provision for income taxes consists of state and foreign taxes, as applicable, in amounts necessary to align our year-to-date tax provision with the effective rate that it expects to achieve for the full year. For the six months ended June 30, 2025, and 2024, we recorded a (benefit) / provision from income taxes of $(2.8) million and $0.8 million, respectively, consisting primarily of taxes for certain state and local jurisdictions that impose an entity level income tax and certain foreign withholding taxes. As of June 30, 2025, our conclusion regarding the realizability of our U.S. deferred tax assets did not change and we continue to conclude that our U.S. deferred tax assets are realizable on a more-likely-than-not basis. Our effective income tax rate was 6% for the six months ended June 30, 2025 compared to 2% for the six months ended June 30, 2024.

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Comparison of the Years Ended December 31, 2024 and 2023

The following table summarizes our results of operations for 2024 and 2023:

	Year Ended December 31,						Change
	2024			2023			$		%
	($ in thousands)
Revenue	$	731,593		$	639,111		$	92,482		14.5	%
Operating expenses
Cost of services (excluding depreciation and amortization)		461,777			399,900			61,877		15.5
Sales, general and administrative		131,947			114,661			17,286		15.1
Depreciation and amortization		8,325			7,691			634		8.2
Total operating expenses		602,049			522,252			79,797		15.3
Operating income		129,544			116,859			12,685		10.9
Interest income		4,524			2,660			1,864		70.1
Interest expense		(64	)		(138	)		74		(53.6	)
Other income, net		3,192			1,559			1,633		104.7
Income before income tax expense		137,196			120,940			16,256		13.4
Income tax expense		2,395			2,257			138		6.1
Net income	$	134,801		$	118,683		$	16,118		13.6

The following table sets forth our consolidated income statement data expressed as a percentage of revenue:

	Year Ended December 31,
	2024			2023
Revenue		100.0	%		100.0	%
Operating expenses
Cost of services (excluding depreciation and amortization)		63.1			62.6
Sales, general and administrative		18.0			17.9
Depreciation and amortization		1.2			1.2
Total operating expenses		82.3			81.7
Operating income		17.7			18.3
Interest income		0.6			0.4
Interest expense		0.0			0.0
Other income, net		0.4			0.2
Income before income tax expense		18.7			18.9
Income tax expense		0.3			0.3
Net income		18.4	%		18.6	%

Revenue

	Year Ended December 31,				Change
	2024		2023		$		%
	($ in thousands)
Revenue	$	731,593	$	639,111	$	92,482		14.5	%

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Our revenue during 2024 increased by $92.5 million, or 15%, to $731.6 million, compared to $639.1 million during 2023. Growth in new client acquisition contributed to increased project volumes and service demand with targeted business development and marketing efforts enabling this growth. Our client engagements grew by 13% from 2023 to 2024.

Operating Expenses

	Year Ended December 31,				Change
	2024		2023		$		%
	($ in thousands)
Cost of services (excluding depreciation and amortization)	$	461,777	$	399,900	$	61,877		15.5	%
Sales, general and administrative		131,947		114,661		17,286		15.1
Depreciation and amortization		8,325		7,691		634		8.2
Total operating expenses	$	602,049	$	522,252		$79,797		15.3

Cost of services

Our cost of services during 2024 increased by $61.9 million, or 15%, to $461.8 million compared to $399.9 million during 2023. The increase in cost of services was primarily attributable to a $58.2 million increase in compensation, benefits and other personnel costs as our headcount scaled to meet higher demand for our services. We also recorded a $2.6 million increase in occupancy costs due to additional office leases. Cost of services as a percentage of revenue remained stable year-over-year at 63% for each of 2024 and 2023.

Sales, general and administrative

Our sales, general and administrative expenses during 2024 increased by $17.3 million, or 15%, to $131.9 million compared to $114.7 million during 2023. We incurred higher than usual costs related to a legal matter involving a former employee in 2024, which drove a significant portion of the increase, as well as a $10.9 million increase in professional fees in 2024 compared to 2023. The increase was also driven by a $2.5 million increase in training costs in 2024 compared to 2023, a $1.3 million increase in business development costs in 2024 compared to 2023, and a $3.6 million increase in administrative personnel costs in 2024 compared to 2023. Sales, general and administrative costs as a percentage of revenue remained stable year-over-year at 18% for each of 2024 and 2023.

Depreciation and amortization

Our depreciation and amortization expenses during 2024 increased by $0.6 million, or 8%, to $8.3 million compared to $7.7 million in 2023. This increase was primarily due to a higher balance of depreciable assets in 2024. Depreciation and amortization costs as a percentage of revenue remained consistent year-over-year.

Interest Income

	Year Ended December 31,				Change
	2024		2023		$		%
	($ in thousands)
Interest income	$	4,524	$	2,660	$	1,864		70.1	%

Interest income in 2024 increased by $1.9 million, or 70%, to $4.5 million, compared to $2.7 million in 2023. The increase was primarily driven by increased holdings in interest-bearing short-term investments, partially offset by a decrease in interest rates.

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Interest Expense

	Year Ended December 31,				Change
	2024		2023		$			%
	($ in thousands)
Interest expense	$	64	$	138	$	(74	)		(53.6	)%

Interest expense in 2024 decreased by approximately $0.1 million, or 54%, compared to 2023. The decrease was due to lower outstanding principal balances on our loan facilities.

Other Income, Net

	Year Ended December 31,				Change
	2024		2023		$		%
	($ in thousands)
Other income, net	$	3,192	$	1,559	$	1,633		104.7	%

Other income, net during 2024 increased by $1.6 million, or 105%, to $3.2 million, compared to $1.6 million during 2023. This increase was primarily due to increased rental income, increased license fee income, and increased unrealized gains and losses during the year.

Income Tax Expense

	Year Ended December 31,				Change
	2024		2023		$		%
	($ in thousands)
Income tax expense	$	2,395	$	2,257	$	138		6.1	%

Income tax expense in 2024 increased by approximately $0.1 million, or 6%, to $2.4 million, compared to $2.3 million in 2023. Our effective income tax rate remained consistent at approximately 2% year-over-year.

Selected Quarterly Financial Data

The following tables set forth selected unaudited consolidated quarterly income and loss data for each of the past eight quarters in the period ended June 30, 2025, and such data presented as a percentage of revenue in each quarter. The following selected unaudited consolidated quarterly financial data has been prepared on a basis consistent with our audited annual consolidated financial statements included elsewhere in this prospectus and, in the opinion of management, include all adjustments necessary to present fairly our results of operations and financial conditions for the periods presented. The following selected unaudited consolidated quarterly financial data should be read in conjunction with our consolidated financial statements, including the notes thereto, included elsewhere in this prospectus. These quarterly results are not necessarily indicative of our operating results for a full year or any future period.

	Three Months Ended
	Jun 30, 2025			Mar 31, 2025			Dec 31, 2024			Sep 30, 2024			Jun 30, 2024			Mar 31, 2024			Dec 31, 2023			Sep 30, 2023
Revenue	$	175,991		$	208,067		$	142,410		$	247,618		$	158,653		$	182,912		$	128,152		$	211,080
Operating expenses:
Cost of services (excluding depreciation and amortization)		225,243			117,963			118,092			118,899			112,397			112,389			105,314			102,840
Sales, general and administrative		53,879			35,362			35,014			29,030			39,649			28,254			32,762			28,102
Depreciation and amortization		2,036			2,095			2,170			2,050			2,084			2,021			1,957			1,924
Total operating expenses(1)		281,158			155,420			155,276			149,979			154,130			142,664			140,033			132,866
Operating (loss)/income		(105,167	)		52,647			(12,866	)		97,639			4,523			40,248			(11,881	)		78,214
Interest income		1,030			1,200			1,568			1,056			957			943			1,152			594
Interest expense		(104	)		(143	)		(16	)		(16	)		(16	)		(16	)		(35	)		(35	)
Other income, net		1,291			1,002			1,437			671			580			504			226			454
(Loss) / Income before income tax (benefit) / expense		(102,950	)		54,706			(9,877	)		99,350			6,044			41,679			(10,538	)		79,227
Income tax (benefit) / expense		(6,967	)		4,130			(172	)		1,734			106			727			(144	)		1,473
Net (loss)/income	$	(95,983	)	$	50,576		$	(9,705	)	$	97,616		$	5,938		$	40,952		$	(10,394	)	$	77,754

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The following shows our quarterly income statement data as a percentage of revenue:

	Three Months Ended(1)
	Jun 30, 2025			Mar 31, 2025			Dec 31, 2024			Sep 30, 2024			Jun 30, 2024			Mar 31, 2024			Dec 31, 2023			Sep 30, 2023
Revenue		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Operating expenses:
Cost of services (excluding depreciation and amortization)		128.0			56.7			82.9			48.0			70.8			61.4			82.2			48.7
Sales, general and administrative		30.6			17.0			24.6			11.7			25.0			15.4			25.6			13.3
Depreciation and amortization		1.2			1.0			1.5			0.8			1.3			1.1			1.5			0.9
Total operating expenses(2)		159.8			74.7			109.0			60.6			97.1			78.0			109.3			62.9
Operating (loss)/income		(59.8	)		25.3			(9.0	)		39.4			2.9			22.0			(9.3	)		37.1
Interest income		0.6			0.6			1.1			0.4			0.6			0.5			0.9			0.3
Interest expense		(0.1	)		(0.1	)		(0.0	)		(0.0	)		(0.0	)		(0.0	)		(0.0	)		(0.0	)
Other income, net		0.7			0.5			1.0			0.3			0.4			0.3			0.2			0.2
(Loss) / Income before income tax (benefit) / expense		(58.5	)		26.3			(6.9	)		40.1			3.8			22.8			(8.2	)		37.5
Income tax (benefit) / expense		(4.0	)		2.0			(0.1	)		0.7			0.1			0.4			(0.1	)		0.7
Net (loss)/income		(54.5	)%		24.3	%		(6.8	)%		39.4	%		3.7	%		22.4	%		(8.1	)%		36.8	%

(1) Percentages may not total due to rounding.

(2) Includes $104.5 million of non-cash equity-based compensation expense in cost of services and $25.1 million in sales, general and administrative expense during the six months ended June 30, 2025.

Quarterly Trends

Although we provide tax advisory and consulting services year-round, our business experiences seasonal fluctuations. Historically, the first and third quarters of the year tend to be the strongest in terms of revenue and profitability, primarily driven by increased demand for tax compliance and advisory services leading up to key tax filing deadlines.

Working capital requirements may fluctuate due to timing differences in client billing and collections, with higher receivables often occurring in the first and third quarters of the year due to peak tax compliance engagements. Cash flows from operating activities is generally strongest in the second quarter and fourth quarter as client payments are collected following the busy tax filing seasons.

Revenue

Revenue increased gradually for the periods presented for all comparative quarters presented when compared with its seasonal counterpart, primarily as a result of business development efforts to expand our volume of client groups and client engagements, continued expansion of our service offerings, and increases in our billing rates, driven by attracting, engaging and retaining new Managing Directors and other employees. Historically, our revenue has exhibited seasonality, most prominently in the first and third quarters of each year due to increased revenue generation around key tax filing deadlines.

Operating Expenses

Cost of services

On a quarterly basis, costs of services have trended upwards on an annual basis, primarily due to increases in compensation costs driven by the increase in employees along with increases in rent and software expenses. As a percentage of revenue, cost of services fluctuated in tandem with seasonality trends as revenue fluctuates primarily based on key tax filing deadlines while cost of services are relatively stable throughout the year. The second quarter of 2025 experienced a large increase due to a non-cash issuance of profits interest units.

Sales, general and administrative

Sales, general and administrative expenses have trended upwards on an annual basis, but fluctuated during the quarters presented. On a quarterly basis, sales, general and administrative expenses primarily fluctuated in periods with increased legal expenses and training costs. As a percentage of revenue, sales, general and

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administrative expenses fluctuated in tandem with seasonality trends as revenue fluctuates primarily based on key tax filing deadlines while sales, general and administrative expenses are relatively stable throughout the year other than with respect to the aforementioned increases in legal and training costs. The second quarter of 2025 experienced a large increase due to a non-cash issuance of profits interest units.

Depreciation and amortization

Depreciation and amortization remained substantially stable throughout the periods presented as we have not had significant changes in property and equipment or intangible assets.

Liquidity and Capital Resources

Historically, we have generated sufficient cash to fund our operations, capital expenditures and discretionary funding needs through cash generated from our operating activities. As of December 31, 2024, cash and cash equivalents were $88.0 million, and investments in treasury securities were $30.6 million. As of June 30, 2025, cash and cash equivalents were $78.9 million, and investments in treasury securities were $11.3 million.

Our expected liquidity needs may be impacted by discretionary investments and acquisitions that we could pursue in the future. However, we could raise additional funds through other public or private debt or equity financings. In the future to, among other things:

• purchase, redeem or exchange shares;

• pay dividends;

• acquire businesses;

• expand geographically; or

• invest in developing new services.

We believe that our existing cash and cash equivalents, cash flows from operations and the proceeds from this offering will be sufficient to meet our current and longer-term working capital, investments and other general corporate funding requirements. Substantially all of our cash is held in the United States where there are no significant regulatory restrictions or material tax effects on the free flow of funds among entities in our corporate structure.

Our working capital management primarily relates to trade accounts receivable, accounts payable, and incentive-based compensation and other assets typically related to activities in the normal course of our business operations. At any specific point in time, working capital is subject to many variables, including seasonality and the timing of cash receipts and payments.

Distribution Transactions

In connection with the reorganization transactions discussed in the section titled “Organizational Structure,” (i) Andersen Tax Holdings LLC distributed to the Management Holdcos an aggregate of $45.5 million related to members’ undistributed capital and allocated income during the third quarter of 2025 and (ii) prior to the completion of this offering, Andersen Tax Holdings LLC intends to distribute an aggregate of $90.6 million to the Management Holdcos related to income allocations and tax distributions.

Promissory Notes

In connection with the reorganization transactions discussed in the section titled “Organizational Structure,” AT Umbrella LLC will issue two types of promissory notes to Aggregator representing (1) the HO Note and (2) the CA Notes. The HO Note will have a principal amount of $    million. We expect the HO Note to

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accrue interest at 7.50% payable over eight years. The CA Notes will have an aggregate principal amount of $    million. We expect the CA Notes to accrue interest between 6.50% to 7.50% payable over one to seven years. The aggregate principal amount of the CA Notes is subject to a true-up mechanism following the issuance of these notes to reflect the final calculation of the amount of the related Member Notes, which must be determined on or before December 31, 2025. As a result, the principal amount of the CA Notes could increase or decrease to reflect the aggregate amount of the true-up adjustments.

Credit Facility

We maintain a $20.0 million revolving line of credit, which we refer to as the Credit Agreement, with JPMorgan Chase Bank, N.A., as successor-in-interest to First Republic Bank. The Credit Agreement is collateralized by substantially all of our assets.

As of June 30, 2025, the Credit Agreement includes a sublimit of $5.0 million for standby letters of credit. Borrowings under the Credit Agreement bear interest at the Prime rate with a floor of 5.0%. As of each June 30, 2025, December 31, 2024 and December 31, 2023, we had outstanding standby letters of credit of $1.3 million. We had no cash borrowings under the Credit Agreement during 2024 and 2023 or the six months ended June 30, 2025. Our outstanding letter of credit is subject to a commitment fee of 1.5% per annum.

The Credit Agreement includes certain financial and liquidity covenants, which require us to maintain a net after tax profit of not less than $1.00 each year; prohibit us from having certain indebtedness outstanding, subject to certain exceptions; require us to maintain unencumbered liquid assets (other than the security interest granted to the lender) equal to at least (i) the sum of all outstanding indebtedness under the Credit Agreement (collectively, the Liquidity Indebtedness) and (ii) 1.25 times the aggregate amount of all Liquidity Indebtedness; and prohibit us from loaning money to any person, subject to certain exceptions including loans to employees and to member firms of Andersen Global, so long as each such loan is on arm’s length terms and (i) matures within seven years, and does not have an outstanding principal balance in excess of $1,000,000 individually or $5,000,000 in the aggregate for loans to employees and (ii) matures within eleven years and does not have an outstanding principal balance in excess of $10,000,000 individually or $15,000,000 in the aggregate for loans to any member firm of Andersen Global. During the year ended December 31, 2024 and six months ended June 30, 2025, we were in compliance with the financial and liquidity covenants required by the Credit Agreement.

Cash Flows for the Six Months Ended June 30, 2025 and 2024

Cash flows from operating, investing and financing activities for the six months ended June 30, 2025 and 2024 were as follows:

	Six Months Ended June 30,						Change
	2025			2024			$			%
	($ in thousands)
Net cash flows provided by operating activities	$	61,875		$	52,293		$	9,582			18.3	%
Net cash flows provided by (used in) investing activities		15,604			(12,569	)		28,173			224.1	%
Net cash flows used in financing activities		(86,527	)		(55,515	)		(31,012	)		55.9	%
Change in cash and cash equivalents	$	(9,048)		$	(15,791	)

Operating Activities

Net cash flows provided by operating activities were $61.9 million during the six months ended June 30, 2025 compared to $52.3 million during the six months ended June 30, 2024, an increase of $9.6 million. While the six months ended June 30, 2025 experienced a $45.4 million net loss compared to net income of $46.9 million for the six months ended June 30, 2024, there were significant non-cash operating activities for the

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six months ended June 30, 2025, including $129.6 million in non-cash equity based compensation, $6.1 million in non-cash lease expense and $4.1 million in depreciation and amortization, which led to an overall increase in cash flows provided by operating activities compared to June 30, 2024. We also recognized a gain of $9.4 million during the six months ended June 30, 2025 related to reversing our accrual of a legal matter upon dismissal by the court.

Investing Activities

Net cash flows provided by investing activities were $15.6 million during the six months ended June 30, 2025 compared to a net outflow of $12.6 million during the six months ended June 30, 2024, an increase of $28.2 million, primarily driven by the maturity of investments in treasury securities during the six months ended June 30, 2025.

Financing Activities

Net cash flows used in financing activities were $86.5 million during the six months ended June 30, 2025 compared to $55.5 million during the six months ended June 30, 2024, an increase of $31.0 million, primarily driven by increased distributions to holders of membership interests during the six months ended June 30, 2025.

Cash Flows for the Years Ended December 31, 2024 and 2023

Cash flows from operating, investing and financing activities for the years ended December 31, 2024 and 2023 were as follows:

	Year Ended December 31,						Change
	2024			2023			$			%
	($ in thousands)
Net cash flows provided by operating activities	$	152,311		$	118,066		$	34,245			29.0	%
Net cash flows used in investing activities		(18,456	)		(12,624	)		(5,832	)		46.2
Net cash flows used in financing activities		(117,570	)		(91,239	)		(26,331	)		28.9
Change in cash and cash equivalents	$	16,285		$	14,203

Operating Activities

Net cash flows provided by operating activities were $152.3 million during 2024 compared to $118.1 million during 2023, an increase of $34.2 million, primarily driven by an increase in net income from year-to-year of $16.1 million and a higher balance of liabilities at December 31, 2024 compared to December 31, 2023. Significant non-cash operating activities in 2024 included $12.9 million in non-cash lease expense and $8.3 million in depreciation and amortization.

Investing Activities

Net cash flows used in investing activities were $18.5 million in 2024 compared to $12.6 million during 2023, an increase of $5.8 million, primarily driven by increased issuance of loans to related parties and increased payments for property and equipment during 2024.

Financing Activities

Net cash flows used in financing activities were $117.6 million during 2024 compared to $91.2 million in 2023, an increase of $26.3 million, primarily driven by increased distributions to holders of membership interests in 2024.

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Critical Accounting Estimates

The preparation of our consolidated financial statements in accordance with GAAP is based on the selection and application of accounting policies that require us to make significant estimates and assumptions that in certain circumstances affect amounts reported in the accompanying consolidated financial statements. In preparing these financial statements, we have made our best estimates and judgments of certain amounts included in the accompanying consolidated financial statements, giving due consideration to materiality. We believe that the assumptions and estimates associated with the accounting policies discussed below are critical to the understanding of our consolidated financial statements. Actual results could differ from our estimates and assumptions, and any such difference could be material to our consolidated financial statements. Significant accounting policies, including Revenue Recognition, are described more fully in Note 2 to the accompanying consolidated financial statements of Andersen Tax Holdings LLC.

Revenue Recognition

We record revenue in accordance with ASC 606 – Revenue from Contracts with Customers. We recognize revenue when a client obtains control of promised services, in an amount that reflects the consideration which we expect to receive in exchange for those services. Under ASC 606, revenue is recognized following a five-step model:

1. identify contract(s) with a customer;

2. identify the performance obligations in the contract;

3. determine the transaction price;

4. allocate the transaction price to the performance obligations in the contract; and

5. recognize revenue when (or as) we satisfy the performance obligation(s).

For each performance obligation identified, we determine at contract inception whether it satisfies the performance obligation over time or satisfies the performance obligation at a point in time. If we do not satisfy a performance obligation over time, the performance obligation is satisfied at a point in time.

Revenue primarily consists of professional service fees derived from tax, valuation, financial advisory and related consulting services. In most of our client arrangements, the period between client payment and transfer of control of the service is expected to be one year or less. Therefore, we have elected the practical expedient to not adjust the amount of consideration for the effects of a significant financing component.

Reimbursable expenses that are billed to clients, primarily relating to travel and out-of-pocket expenses incurred in connection with client engagements, are included in revenue, and an equivalent amount of reimbursable expenses is included in costs of services in the period in which the expense is incurred.

Clients are billed for services based upon an hourly rate or fixed fee. Certain clients may receive discounts and price concessions, which are accounted for as variable consideration. Certain of these contracts are contingent upon achieving contractual targets to collect the fee. Revenue recognition for different contract types is summarized as follows:

Time and Materials

We record revenue over time as services are performed and time and materials are charged to specific client codes. Contractual billings represent amounts that correspond directly with the value provided to the client (e.g., the number of hours worked at contractually agreed-upon rates), and revenue is recognized as amounts become billable in accordance with contractual terms. We recognize revenue for these contract arrangements based on hours incurred and contracted rates utilizing a right-to-invoice practical expedient because we have a right to consideration for services completed to date.

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Fixed Fees

Revenue from fixed fee contracts is generally recognized using hours incurred to date relative to total estimated hours at completion to measure progress toward satisfying performance obligations and anticipated realization. Anticipated realization is defined as the fixed fee divided by the product of the hours anticipated to complete a performance obligation and the standard billing rate.

Contingent Fees

Due to the uncertainty of the outcome and the probability that a change in estimate would result in a significant reversal of revenue, we have applied a constraint on recording contingent revenue. Revenue is recognized when the constraint has been lifted, which is the date when the contractual target has been achieved, or cash has been collected.

The timing of billings and cash collections may result in unbilled services, accounts receivable and deferred revenue on the consolidated balance sheet. Amounts are billed either at periodic intervals (e.g., monthly or quarterly) or upon the achievement of contractual milestones. Payments received in advance of the client receiving a benefit is a contract liability and is presented as deferred revenue in the consolidated balance sheet. Deferred revenue that is expected to be recognized as revenue within one year is recorded as the current portion of deferred revenue and the remaining portion is recorded as non-current deferred revenue. We did not have any non-current deferred revenue at December 31, 2024 or December 31, 2023 or at June 30, 2025 or June 30, 2024. Other contract balances consist of accounts receivable (including both billed and unbilled services), net of allowance for credit losses.

Estimating costs for long-term engagements is complex and requires significant judgment. Factors considered in making these estimates include staff productivity, resource availability, the complexity of the work, potential delays in performance, client collaboration, progress toward completion, and recoverability of billed or unbilled amounts. Adjustments to original estimates are often required as work progresses and additional information becomes available, even if the scope of the engagement remains unchanged. Any adjustment resulting from changes in estimates is recorded as soon as new facts emerge or circumstances change, such as in cases of engagement modifications. We have established processes to track actual progress against estimates and update forecasts as warranted.

We have elected, as a practical expedient, to expense sales commissions when incurred because the amortization period would have been less than one year. These costs are recorded within sales, general and administrative expenses in the consolidated statements of operations.

Accounts Receivable and Notes Receivable

We estimate the net amount expected to be collected on our accounts receivable—both billed and unbilled— as well as notes receivable, based on various factors, including our historical loss experience, the creditworthiness of clients, the age of receivables, and economic conditions that may impact a client’s ability to pay. Additionally, we consider current and projected economic trends as of the balance sheet date. Establishing the allowance for credit losses requires significant management judgment and estimation each accounting period. If facts and circumstances change from the original estimates, material differences may arise.

Profits Interest Units

In March 2025, the governing documents of the MD Entities were each amended to allow for the issuance of new profits interest units (PIUs) to its members, which are comprised of the Managing Directors of Andersen Tax LLC. The PIU grants made by the MD Entities were deemed to be transactions incurred by the unitholders of Andersen Tax Holdings LLC on behalf of Andersen Tax Holdings LLC, and we account for the grant of the PIUs to the Managing Directors and certain non-member service providers as equity-based compensation in accordance

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with ASC Topic 718, Compensation—Stock Compensation. As a result, the expense related to the PIU grants by the MD Entities, as Andersen Tax LLC’s controlling unitholders, were pushed down into the unaudited condensed consolidated financial statements of Andersen Tax Holdings LLC and recognized as a non-cash contribution by the MD Entities.

The expense related to the PIUs is measured at its grant date fair value. We used a Probability-Weighted Expected Return Method model to determine the grant date fair value of the PIUs. We recognize expense over the requisite service period on a straight-line basis, which were immediate for awards which were fully vested upon issuance. Equity-based compensation expense is recognized within cost of services and sales, general and administrative expenses on the unaudited condensed consolidated income statement of Andersen Tax Holdings LLC based on the function of those receiving awards.

Goodwill and Other Intangible Assets

Goodwill represents the difference between the purchase price of an acquired business and the related fair value of the net assets acquired. At June 30, 2025 and December 31, 2024, the carrying value of goodwill totaled $30.1 million. Intangible assets consist of identifiable intangibles other than goodwill and include customer relationships, trade names, and intellectual property arising out of business combinations which were originally recorded at their fair value. We carry these other identifiable intangible assets at cost, less accumulated amortization, in the accompanying consolidated balance sheets. At June 30, 2025 and December 31, 2024, the carrying value of identifiable intangibles other than goodwill totaled $2.2 million and $2.3 million, respectively.

Goodwill is not amortized, but rather is tested for impairment annually during the fourth quarter. In addition to our annual goodwill test, on a periodic basis, we are required to consider whether it is more likely than not (defined as a likelihood of more than 50%) that the fair value has fallen below its carrying value, thus requiring us to perform an interim goodwill impairment test. Intangible assets with definite lives are amortized using the straight-line method over their estimated useful lives (generally ranging from three to five years). We review these assets for impairment whenever events or changes in circumstances indicate an asset’s carrying value may not be recoverable. Recoverability is assessed based on a comparison of the undiscounted cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value based on a discounted cash flow analysis or market comparable method.

The goodwill impairment test is performed at a reporting unit level. A reporting unit is an operating segment of a business or one level below an operating segment. At June 30, 2025 and December 31, 2024, we had one reporting unit. We may use either a qualitative or quantitative approach when testing the reporting unit’s goodwill for impairment. Under the qualitative assessment, we are not required to calculate the fair value of the reporting unit unless we determine that it is more likely than not that its fair value is less than its carrying amount. If under the quantitative assessment the fair value of a reporting unit is less than its carrying amount, then the amount of the impairment loss, if any, must be measured. Any such impairment charge would reduce earnings and could be material.

After considering qualitative factors such as the capital market environment, economic and market conditions, industry competition and trends, changes in management and key personnel, changes in our results of operations, and other factors, we concluded that it was more likely than not that the fair value of our reporting unit was more than its carrying value and, therefore, did not perform a quantitative impairment analysis. For further information regarding our intangible asset balances, refer to Note 7 to the accompanying consolidated financial statements of Andersen Tax Holdings LLC.

Income Taxes

Provisions for federal and state income taxes are calculated based on income reported in our financial statements in accordance with current tax laws. These provisions also reflect the cumulative effect of any changes in tax rates from those previously applied to deferred tax assets and liabilities. The amounts recorded

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differ from actual taxes receivable or payable due to timing differences in recognizing certain income and expense items for financial reporting versus tax purposes. Determining income tax provisions and assessing tax positions requires significant judgment. We establish reserves for income taxes when, despite believing our tax positions are supportable, there remains uncertainty in a previously filed tax return. For tax positions where it is more likely than not that a benefit will be sustained, we recognize the largest amount of tax benefit with a greater than 50% likelihood of realization upon settlement with a taxing authority that has full knowledge of all relevant facts. If we prevail in matters where accruals were established or must pay amounts exceeding reserves, our effective tax rate for that financial reporting period may be significantly affected. The carrying value of our net deferred tax assets assumes we will generate sufficient future taxable income in specific jurisdictions to realize these assets. If such income is insufficient, a valuation allowance is recorded when it is more likely than not that the deferred tax assets will not be realized.

On July 4, 2025, President Trump signed H.R. 1, the “One Big Beautiful Bill Act,” into law. In accordance with GAAP, we will account for the tax effects of changes in tax law in the period of enactment which is in the third quarter of calendar year 2025. We are currently in the process of analyzing the tax impacts of the law change, but do not expect a material impact on our financial statements.

Tax Receivable Agreement

After completion of this offering, we will become subject to U.S. federal, state and local income taxes with respect to our allocable share of any taxable income of Andersen Group Inc. and will be taxed at the prevailing corporate tax rates. In addition to tax expenses, we also will incur expenses related to our operations, plus payments under the Tax Receivable Agreement, which will be significant. We intend to cause AT Umbrella LLC to make distributions in an amount sufficient to allow us to pay our tax obligations and operating expenses, including distributions to fund any ordinary course payments due under the Tax Receivable Agreement.

Recent Accounting Pronouncements

See Note 2 to the accompanying consolidated financial statements of Andersen Tax Holdings LLC for a description of recent accounting pronouncements.

Contractual Obligations and Commitments

Operating Leases

Our operating lease commitments include corporate office space. As of June 30, 2025, we had fixed lease payment obligations of $122.5 million, with $21.8 million to be paid within 12 months and the remainder thereafter. As of June 30, 2025, we entered into five new lease agreements in 2025, with expiration dates through June 2038. We also modified two of our leases to include additional space, with expiration dates through May 2037. The aggregate payments due over the terms of these leases are $51.7 million. For additional discussion on our operating leases, see Note 11—Leases in the accompanying consolidated financial statements of Andersen Tax Holdings LLC.

Andersen Global Commitments

Management of Andersen Global has established certain incentive programs which are designed to stimulate growth of the global organization and enhance the long-term profitability of all member firms. These programs include the allocation of certain global management, business development and other costs and balancing payments that allow more profitable member firms to provide financial assistance for the growth and development of less profitable firms (Balancing Payments). Our sales, general and administrative expenses in the consolidated statements of income include amounts for our share of net obligations for Balancing Payments, cost allocations and amounts paid to member firms of Andersen Global with respect to global business development

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initiatives. Balancing Payment obligations are included in other current liabilities. As of June 30, 2025 and December 31, 2024, we did not have an obligation for Balancing Payments. As of December 31, 2023, we estimated our total Balancing Payment obligations to be approximately $1.0 million.

Litigation

We have been involved in various legal matters arising out of the ordinary course of business. At December 31, 2024, a former Andersen employee had been named as a defendant in a legal matter. We had received reimbursement from our business insurance provider for legal costs we had incurred on behalf of the former employee. At December 31, 2024, if the legal matter had resulted in the former Andersen employee being found guilty, the amounts were subject to a clawback. We had accrued a loss contingency for the amounts subject to the clawback. As of December 31, 2024, we accrued $9.4 million in accounts payable and other accrued expenses in the consolidated balance sheets in relation to the legal matter.

On July 29, 2025, the U.S. Attorney for the Central District of California filed a motion to dismiss all charges against the former employee, which was signed by the judge on August 8, 2025. Accordingly, we recorded a reversal of the previously recorded contingent liability related to this matter which is recorded against sales, general and administrative expenses in our unaudited condensed consolidated income statement for the six months ended June 30, 2025.

Other Commitments

We are party to an agreement to use certain professional services training facilities (the Training Center Agreement) for a limited number of days per year. The minimum future commitment as of June 30, 2025 under the Training Center Agreement is approximately $3.8 million through 2030.

We entered into an agreement to use certain facilities for a Managing Director meeting in 2025. The agreement includes a noncancellable minimum commitment of $3.7 million as of June 30, 2025.

During 2024 and 2025, we signed commitments for software licenses for certain financial accounting systems and cloud hosting services. The contracts require minimum payments of $16.2 million through 2031, with $3.7 million due through the end of 2025 and the remainder thereafter.

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates.

Funding and Liquidity Risk

Our ability to obtain additional capital, if and when required, will depend on our business plans, investor demand, our operating performance, market conditions, our credit rating and other factors, and we may not be able to raise needed cash on terms acceptable to us or at all. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy.

Inflation Risk

Inflationary pressures have recently increased, and may continue to increase, the costs of labor and other costs. We have experienced, and may continue to experience, higher than expected inflation, including escalating personnel costs and other costs and disruptions. In the past, we have been able to mitigate these increased costs with adjustments to our fee structure. If our costs are subject to significant inflationary pressures, we may not be able to offset such higher costs through price increases, which could adversely affect our business, results of operations or financial condition.

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Credit Risk

We are exposed to potential credit losses in the event of nonperformance by counterparties to our receivables, including our clients. Concentrations of credit risk arising from receivables from clients are limited due to the diversity of our clients and the nature of our business. For the six months ended June 30, 2025, our largest single client group in relation to outstanding accounts receivable accounted for 1.5% of total accounts receivable and our 20 largest client groups accounted for 12% of total accounts receivable. As of June 30, 2025, the average payment time for outstanding sales was 64 days. In order to minimize risk, we perform credit evaluations of our clients’ financial conditions. Notwithstanding these efforts, future adverse macroeconomic factors across the global economy may increase the difficulty in collecting receivables.

Internal Control Over Financial Reporting

Neither we nor our independent registered public accounting firm were required to, and therefore did not perform, an evaluation of our internal control over financial reporting as of or for any period included in our financial statements, nor any period subsequent in accordance with the provisions of the Sarbanes-Oxley Act. However, in connection with the preparation of the consolidated financial statements of Andersen Tax Holdings LLC included elsewhere in this prospectus, we identified two material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified relate to (i) information technology general controls, including in the areas of restriction of privileged access, user provisioning and de-provisioning, periodic user access reviews, authentication settings, and change management, and (ii) inadequate design and maintenance of detective controls over period end financial reporting, including review controls over journal entries, reconciliations and account analyses, and evaluation of technical accounting matters. We have concluded that these material weaknesses arose because, as a private company, we did not have the necessary business processes, systems, personnel, and related internal controls necessary to satisfy the accounting and financial reporting requirements of a public company.

We have taken certain measures to remediate the material weaknesses described above, including consulting with experts on evaluation of technical accounting matters; performing a risk assessment over the organization and information technology systems used as part of financial reporting, and identifying control activities to be implemented in response to the identified risks, which will include improving IT general controls, period end financial reporting controls including journal entries, reconciliations, account analysis, and evaluation of technical accounting matters; engaging a third-party provider to help us assess and improve our internal control over financial reporting in preparation for compliance with Section 404; and hiring additional qualified accounting and financial reporting personnel and engaging external accounting experts to support improving our accounting processes and procedures and supplement our internal resources in our computation processes.

We will not be able to fully remediate these material weaknesses until these steps have been completed and have been operating effectively for a sufficient period of time. Additionally, as stated above, we have not performed an evaluation of our internal control over financial reporting. Accordingly, we cannot ensure that we have identified all, or that we will not in the future have additional, material weaknesses. This evaluation process, including testing the effectiveness of the remediation efforts, may be concluded prior to December 31, 2025, but may extend into 2026. Material weaknesses may still exist when we report on the effectiveness of our internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act, beginning with our second annual report after the completion of this offering. If we are unable to remediate the material weaknesses or if we identify additional material weaknesses in the future or otherwise fail to develop and maintain effective internal control over financial reporting, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business.

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LETTER FROM MARK VORSATZ, OUR CEO

It is a simple, yet perplexing question business executives obsess about. Why do some companies merely succeed, while others ascend to greatness? In 2002, that question wasn’t theoretical for me – it was deeply personal, driven by financial urgency and the pursuit of professional possibility.

My employer of 22 years, Arthur Andersen, where I had been one of the youngest partners in the firm’s history and ran its Silicon Valley office, closed its doors. The behemoth accounting and consulting firm was one of world’s truly great companies. It helped build the modern accounting industry and helped usher in the global era of industrial efficiency. Arthur Andersen was a cornerstone of the Big 5 (now the Big 4), widely seen as the dominant force in the profession.

I knew intrinsically what made it great. And, beyond the headlines, I knew well its internal shortcomings and why it failed. Knowing the difference was critical. Twenty-two former Andersen colleagues and I were preparing to restart our careers by launching a new business. We wanted it to be great, but there was no guarantee of success. Little did we realize this was the beginning of an enormous adventure. Between us, we had hundreds of years of experience, plenty of wisdom and a strong entrepreneurial spirit. But our pocketbooks had a big hole in them. No salaries. No pensions. No bonuses or profit sharing. We had growing families and plenty of bills. I told my wife, “Maybe I can go back to United Airlines and load bags on airplanes.” She said, not a chance. Go for your dream and build a new company.

My partners and I felt the heaviness on our hearts but had no fear of the future. We did not want to be a group who looked back dissatisfied at dreams unfulfilled. We knew what we wanted. We had the ambition to build a global multi-dimensional firm that did not have an audit practice and was free from even the perception of conflicts.

We stared at the challenge before us with wide, solemn eyes and launched Wealth and Tax Advisory Services (WTAS) in a crowded and unforgiving marketplace for startup companies. Headquartered in San Francisco, WTAS would in short order become one of the top tax firms in the nation. Numerous investment firms wanted to back us. We chose HSBC because they provided the most flexibility. We had a level of management autonomy – we were a wholly owned subsidiary and had a majority of the board; we were not required to introduce their products and services, such that, we could maintain our objectivity and integrity with our clients; we agreed to maintain an independent identity so we were not branded as HSBC; and we were provided financial opportunity with a profit share.

Our original group consisted of 23 partners primarily in six locations (San Francisco, Los Angeles, New York City, Boston, West Palm Beach, and McLean, VA). Our initial business was in Private Client Service and each location served private companies and wealthy individuals.

Over the next five years we expanded the scope of our tax practice to include corporate, international, compensation and benefits, investment funds, transfer pricing and valuation – services typically provided by the Big 4 firms. We soon launched new offices in Philadelphia, Seattle and Chicago. I smile when I think of Chicago, the original home of Arthur Andersen. We opened there in 2006 with four people and a small office. Today we operate out of a skyscraper designed by the I.M. PEI firm in downtown Chicago, with over 225 talented professionals as of June 30, 2025.

We were prospering, but I had a nagging feeling we were only nibbling around the edges of a multi-billion-dollar industry. I felt we were ready for a new chapter, something greater, more challenging and potentially more rewarding than what we had accomplished so far. I knew to compete for the best clients we had to step up our game and establish a robust international platform. It was a gamble as we would have to sever ties with HSBC. That gave me pause. HSBC had been a terrific, supportive partner. Fortunately, they did not disappoint. To their credit, HSBC helped to finance our management buyout in 2007.

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The next several years were a whirlwind of evaluation and action. We explored numerous networks as potential global partners, but after extensive research, it became clear that the greater opportunity lay in building something of our own. So, in 2013 we were the founding member of Andersen Global, a Swiss verein, which is an association of like-minded firms that shared our culture of bold, strategic decision-making. Its growth was deliberate but ambitious. Within a year, Andersen Global welcomed new practices in France, Switzerland, Italy, and the Netherlands, and three years later, had 39 firms. More than 300 firms providing tax, legal valuation and global mobility, among other services, are member or collaborating firms of Andersen Global as of June 30, 2025.

Success sometimes reveals new liabilities. Our name, WTAS, just didn’t fit with our aspirations. Nor did it provide any appreciable brand recognition. Change is hardest when things are going well. But we leaned into the challenge and committed to finding a new name that matched our vision.

For some time, I had harbored a bold idea, one that carried risk but also the potential to unlock extraordinary global growth: Rebrand as Andersen. Many of our partners were skeptical. Arthur Andersen shut down under a cloud. And though the United States Supreme Court acquitted the company of any wrongdoing, there were reputational uncertainties to consider. From our internal partner discussions, we agreed to launch two marketing studies. The results floored us. The Andersen name still held impressive equity, with widespread positive recognition globally. Two-thirds of the survey participants said changing WTAS to Andersen was a positive move. I told a long-time friend that “this was a no brainer.”

We began filing trademark applications in major jurisdictions. And we acquired the U.S. and global rights to the Andersen brand and control of the trademark in all its variations in about 200 countries and jurisdictions. Then we held our breath and on September 1, 2014, we publicly launched our new Andersen name.

The Wall Street Journal was first to publish, quoting experts who said it was a bold move, but who questioned the value of the Andersen name. The rest of the mainstream news organizations followed, and momentum was going in the right direction. Then I appeared on CNBC and in three days I received more than 10,000 emails from around the world. My computer crashed three times. In all, several thousand articles were published on reviving Andersen. I was flooded with notes in Spanish, French, German, Italian, Chinese and Arabic.

For those who doubted the power of the Andersen brand, and there were many, what happened next surprised even me; admittedly, I didn’t fully appreciate the global power of the brand until we didn’t have it.

Before our name change, we had 17 offices, 150 partners, and approximately 650 employees. By 2024, our annual revenue reached $731 million. As of June 30, 2025, we employed over 2,200 people in 26 locations across the United States. Since 2003, we have achieved a revenue compound annual growth rate (CAGR) of 15 percent – primarily through organic expansion.

In addition, Andersen Global is an important revenue and growth driver for us. It provides us with access to a multidimensional platform with expertise in deep tax, legal, financial and valuation services in which member and collaborating firms can upsell and cross-sell their services to hundreds of associated firms across the world. For example, Andersen Global’s valuation practice has grown in the last two years from three countries to 60 with an increase in the number of partners from 18 to over 230 and headcount from 150 to over 1,900 individuals as of June 30, 2025.

To complement our relationship with Andersen Global, we established Global Mobility, and more recently, we launched Andersen Consulting, an iconic brand (Arthur Andersen spun it off in 2001 and it became Accenture). As of June 30, 2025, over 110 consulting firms had joined with operations in 70 countries, over 28,000 professionals and more than 500 partners.

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Andersen Global and its affiliates, as of June 30, 2025, were in 182 countries nearly 900 locations, and had over 2,900 partners and over 44,000 employees. Last year alone, Andersen Global added 185 offices; we believe there is no other comparable business with a larger footprint.

Since 2013, Andersen Global has concluded more than 300 deals, adding new talent, new technologies and new companies to the Andersen brand. And we believe that the pipeline of new deals is still full. In the months following our public offering, we will be seeking to evaluate and close on new deals for us, Andersen Consulting, and Andersen Global.

You will read throughout this prospectus how our name, our culture and our focus on stewardship speak to who we are. Indeed, the Andersen name has unlocked global recognition, opening doors to new business and positioning us to serve more complex, high-value clients. As a result, we’ve seen measurable growth in both reputation and revenue, demonstrated by our CAGR since 2003. Retention among Managing Directors is more than 10 years, and firmwide it remains high. Attrition is low, and every year we see up to 200 experienced and talented lateral hires who seek us out from top competitors. I do not believe that we would have had the same success if we had not rebranded as Andersen.

Going public isn’t about monetization – it’s about momentum. With greater access to capital, we can invest more deeply in technology, infrastructure and global integration, broadening our services and creating meaningful opportunities for our people. We’ve never lost sight of those rising behind us. Across generations, our teams are grounded in a culture built on trust and enduring values. Stewardship isn’t a slogan here – it’s a shared commitment, practiced at every level. It’s the foundation of our success and the force that will carry our legacy into the future empowering the next generation to thrive and, in turn, pay it forward.

We do not want to be the biggest firm in the world. We want to be the best.

/s/ Mark L. Vorsatz

Mark L. Vorsatz

San Francisco, California

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BUSINESS

Overview

Our mission is to deliver exceptional client service grounded in integrity, transparency, and excellence. Since our founding in 2002, we have experienced rapid and sustained growth, powered by our people, our values and our relentless commitment to innovative, client-focused solutions. Building on the rich traditions and culture of the former Arthur Andersen, we are driven by a bold vision to lead in a complex global marketplace, creating lasting value for our clients, our people and our investors.

We are a leading provider of independent tax, valuation and financial advisory services to individuals and family offices, businesses and institutional clients in the United States. We have strategically expanded our business to build an integrated platform of service offerings that enables us to solve our clients’ most complex tax and financial challenges. The success of our approach is reflected in our consistent growth to date, having delivered a revenue compound annual growth rate (CAGR) of 15% since 2003, the first full fiscal year following our formation, through December 31, 2024, and a net income CAGR of 24% since 2009, the first full fiscal year following our management buyout from HSBC, through December 31, 2024. We have achieved this by delivering specialized technical expertise combined with practical advice, supported by our widely recognized and strong firm culture, integrated services offerings and global capabilities. Our global reach is facilitated through our membership in Andersen Global, a Swiss association of over 300 member and collaborating firms.

Our differentiated approach to client service is rooted in our firm values that emphasize quality of service, collaboration and stewardship. We strive for excellence by leveraging the extensive experience of our Managing Directors, many of whom are thought leaders in their respective fields, and ensuring that they are deeply involved in client service through our low-leverage operating model. Our leadership team has created a collaborative working environment, ensuring that our clients benefit from high-functioning teams and access to Managing Directors across our multiple service lines. We also place a high premium on stewardship as we focus on nurturing our professionals’ development, fostering a vibrant workplace conducive to long-term careers and creating an environment of continuous learning. Taken together, our firm culture supports our resilient business and low employee turnover, enabling us to consistently deliver high-quality services to our clients.

Built on the legacy of Arthur Andersen, we believe our brand is one of the most globally recognized and respected names within professional services. Associated with commitment to the highest standards of professionalism, the Andersen brand stands for a culture of excellence, superior client service, deep talent and consistent growth. These defining qualities of our brand have helped serve as a catalyst for meaningful and sustained client growth and continue to drive our ability to attract new clients and talented professionals today.

Our ability to deliver exceptional client service is further bolstered by our membership in Andersen Global. As the founding member of Andersen Global, we have created a strategic set of relationships with member and collaborating firms worldwide, which enable us to better deliver services internationally at scale. With over 44,000 professionals and 2,900 partners operating in 182 countries as of June 30, 2025, Andersen Global and its affiliates provides our clients with access to deep tax, legal and financial expertise that is differentiated from traditional multinational consulting firms and is complemented by on-the-ground experience with local business practices and regulations. Our foundational role in Andersen Global and the depth and breadth of expertise offered by its member and collaborating firms give us the ability to service our U.S. clients internationally.

We have built a multidimensional independent advisory firm with the ability to provide differentiated services across tax and financial services to address our clients’ most complex challenges. Our primary end-to-end services offerings include:

• Private Client Services. We provide comprehensive tax and financial services for individuals and families, addressing complex client matters involving multigenerational wealth, charitable giving and trust and estate planning.

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• Business Tax Services. We offer a broad range of scalable, integrated tax-related consulting and compliance services for businesses, helping organizations with managing their tax planning, compliance and reporting needs effectively.

• Alternative Investment Funds. We deliver comprehensive tax and financial services for a range of investment funds including family offices, funds of funds, hedge funds, private equity funds, venture capital funds and real estate investment trusts.

• Valuation Services. We provide clients with in-depth, independent valuation expertise that helps clients navigate tax laws and regulations and comply with important regulatory requirements.

Since our inception, we have made a deliberate decision not to provide audit or related financial statement attestation services. As a result, we are not limited by the associated regulations that audit firms are subject to in the United States and internationally. This allows us to offer a comprehensive suite of non-audit services tailored to our clients’ specific needs, enabling us to build a differentiated, trusted relationship with them.

We meet our clients’ most critical needs because of our distinctly qualified and talented professionals. We have rapidly increased our headcount over the past several years, employing over 2,200 personnel in 26 locations across the United States as of June 30, 2025. In addition, through Andersen Global, we have a global reach that gives us access to additional professionals worldwide. In an industry in which access to talent is a critical differentiator, we believe we benefit from long staff tenure and low attrition rates that help us maintain long-lasting client relationships. As of December 31, 2024, our average Managing Director tenure exceeded ten years, and our average client-facing non-partner attrition rate over the past three years, excluding involuntary terminations, was approximately 17% compared to the industry average of approximately 21%. This low attrition rate reflects our focus on investing in and retaining our talent. Since our founding, we have never implemented any broad-based layoffs, despite having operated through several periods of significant economic uncertainty.

We attract a highly diverse range of clients across the United States and internationally. As of June 30, 2025, we had performed services for over 11,300 client groups across the United States, representing an increase of 9% from June 30, 2024. Client groups will often comprise multiple client engagements with different entities or individuals, such as multiple subsidiaries of an entity, multiple principals within a single private equity fund or multiple individuals or trusts within a single wealthy family. Accordingly, we had over 20,600 client engagements in through the six months ended June 30, 2025 representing an increase of 15% from the six months ended June 30, 2024. During the six months ended June 30, 2025, we derived approximately 50% of our revenue from private client services, 35% from business tax services, 10% from alternative investment fund services and 5% from valuation services. We believe that our exceptional level of service and the expertise that we provide has enabled us to build long-lasting client relationships. In 2024, approximately 74% of our revenue came from client groups that have engaged our services for more than three years.

We have a history of achieving significant and long-term growth since our founding. Our revenue has grown from $639.1 million in 2023 to $731.6 million in 2024, and from $341.6 million for the six months ended June 30, 2024 to $384.1 million for the six months ended June 30, 2025. We benefit from strong unit economics as reflected by our operating margin which was 18% in each of 2024 and 2023, and was (14)% for the six months ended June 30, 2025 compared to 13% for the six months ended June 30, 2024. Our net income was $134.8 million and $118.7 million in 2024 and 2023, respectively, representing growth of 14% year-over-year. We had a net loss of $(45.4) million for the six months ended June 30, 2025 compared to net income of $46.9 million for the six months ended June 30, 2024, driven primarily by issuance of new profits interest units in the second quarter of 2025. Our Adjusted EBITDA Margin, which is a measure that is not calculated and presented in accordance with GAAP, was 20% in each of 2024 and 2023 and was 23% for the six months ended June 30, 2025 compared to 15% for the six months ended June 30, 2024. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for the definition of Adjusted EBITDA Margin and a reconciliation of Adjusted EBITDA Margin to its most directly comparable GAAP financial measure.

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Our Differentiated Approach

We were founded in 2002 by a team of experienced leaders and partners of the former Arthur Andersen who had a vision for a professional services firm that would deliver advice that was tailored, relevant and impactful for clients. Today, over two decades later, we remain true to that vision, differentiating our services by offering specialized technical expertise, combined with practical advice, direct Managing Director involvement and access to international services through Andersen Global. These combined elements allow us to provide multidimensional, seamless service to our clients, who engage us to support them on their most complex, high-stakes matters.

Our operating model is powered by a widely recognized and strong firm culture based on shared values, integrated services offerings and investments in our people. Accordingly, our globally recognized brand enables us to attract and retain top talent which, in turn, reinforces client confidence. Our differentiated business is built on the following key drivers:

Our Firm Culture and Values

We have established a set of values that Andersen professionals are held accountable to and that define our culture: client service, collaboration and stewardship.

• Quality Client Service. Our ambition is to set the standard for client service excellence. We achieve this by working with clients to understand their needs and deliver solutions that are relevant, practical and value-accretive. In doing so, we leverage the collective experience of our Managing Directors, many of whom have decades of real-world experience, aided by the fact that we do not have a mandatory retirement age. In addition, we operate a low Managing Director-to-professional operating model and high ratio of client-facing employees, resulting in greater direct Managing Director interaction, greater accountability for service delivery and timelier responsiveness to client needs.

Our ability to deliver quality client service is also supported by our investments in technology, particularly artificial intelligence (AI). By blending our thought leadership and industry expertise with capabilities from innovative technology vendors, we are able to enhance the accuracy, speed, and scalability of delivery across our tax advisory, valuation, and consulting offerings. Our focus on bringing together the best of human capital and technology enables us to deliver differentiated insights and outcomes for clients, while maintaining the high standards of quality and confidentiality that define our brand.

• Collaboration and Teamwork. Our approach to collaboration and teamwork is founded on mutual trust and respect among colleagues. We have created a collaborative environment by encouraging open and transparent communications, being highly responsive and creating incentives that align Managing Director interests around sharing client relationships. By fostering collaboration and teamwork, we put our best resources in front of each client, regardless of practice area or geographic location.

• Stewardship. Andersen professionals are entrusted with preserving our culture so that the firm thrives as a vibrant workplace, while also providing opportunities for future generations to pursue successful careers serving clients. In particular, stewardship at Andersen means taking an active role in nurturing the development of our people, and providing them with a work environment and resources that foster their growth. We actively encourage an environment of continuous learning, in which individuals are engaged in on-the-job training, whether as mentors or as apprentices, and which in turn rewards tenure and discourages employee turnover. We believe that our focus on stewardship supports our business by creating an environment in which our professionals can enjoy long and rewarding careers. As of December 31, 2024, our average Managing Director tenure exceeded ten years, and our average client-facing non-partner attrition rate over the past three years, excluding involuntary terminations, was approximately 17% compared to the industry average of approximately 21%.

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With our focus on these values, we have intentionally built a firm culture that is akin to that of a family-run business, while also building on the rich legacy and traditions of the former Arthur Andersen. By holding each other accountable for living up to our cultural standards, we believe we are positioned to continue delivering high-quality services to our clients.

A Globally Recognized Premium Brand

Rooted in decades of tradition, we believe that the Andersen brand remains one of the most globally recognized and respected names within the professional services industry and is a key differentiator, enabling us to:

• Build a Culture of Excellence. The Andersen brand stands for a commitment to the highest standards of professionalism. Our professionals, many of whom trace their roots to the former Arthur Andersen, embody this culture at Andersen today. This commitment manifests itself in client services delivered in a manner that is clear, concise, concrete, convincing, practical and timely.

• Accelerate Growth and Improved Profitability. Building on the name recognition of the former Arthur Andersen, the Andersen brand helps us acquire new high-quality clients. In addition to growing our client base, the Andersen brand has helped drive improved profitability. In 2024, we increased average revenue per employee by 9% year-over-year to approximately $335,000, which compares favorably to the industry average of approximately $230,000 in 2024.

• Attract and Develop Top Talent. The Andersen brand has fueled our recruiting efforts and expansion. Andersen’s reputation for excellence and the highest standards of professionalism has helped strengthen our talent pipeline. In 2024, we had over 9,000 applicants for approximately 183 open associate and internship positions, representing a group of candidates from across over 900 universities and 24 countries. For the five-year period ended December 31, 2024, we attracted over 750 lateral hires with at least five years of experience, representing approximately 34% of our new employees per year.

Founding Member of Andersen Global, Enabling International Delivery at Scale

We are the founding member of Andersen Global, a Swiss association formed in 2013, which maintains and regulates the professional standards that its over 300 member and collaborating firms have agreed to uphold when delivering services to clients internationally. Andersen Global is an association of legally separate, independent firms and is one of the largest professional services affiliations in the world, with over 44,000 professionals and 2,900 partners operating in 182 countries as of June 30, 2025.

Since inception, Andersen Global has expanded significantly as member and collaborating firms have sought to align around the Andersen brand and the Andersen Global umbrella of shared cultural values. In 2024, Andersen Global added 65 new member and collaborating firms to the association. Our relationships with Andersen Global’s member and collaborating firms provide us with access to deep global tax, legal and financial expertise, complemented by on-the-ground understanding of local business practices and regulations. These relationships give us the ability to better service our U.S. clients internationally and serve as a channel for inbound referrals. While we were instrumental in founding Andersen Global and participate on its governing Board, including with our CEO and Chairman, Mark Vorsatz, currently serving as its Global Chairman, we do not have any equity interest in the association or any other member or collaborating firm, and the association does not otherwise have separate financial results from the member or collaborating firms.

Independence

We have made a deliberate decision not to provide audit or related financial statement attestation services. This means that we can offer our clients a comprehensive suite of non-audit services, tailored to their specific needs, without being subject to the auditor independence rules and other restrictions that impact many of our competitors.

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Integrated Services Platform Driving Our Multidimensional Business

In addition to our foundation as a leading tax practice, we have expanded our service offerings to include a broad array of capabilities. Our goal is to provide our clients with an integrated “one-stop shop” for their global advisory needs. We believe that this ability to bring multiple services lines together into a comprehensive set of offerings distinctly enables us to provide tailored, relevant solutions for each client. As a result, we deliver a broad and growing platform of advisory services, including, but not limited to:

Focus on Training and Development to Attract and Retain High-Quality Talent

In addition to a widely recognized and strong firm culture and emphasis on mentorship, we bolster our talent retention efforts with significant investments in training and development to ensure that our professionals are equipped with the expertise needed to support our clients.

We have built a series of core structured training programs that provide critical technical skills, industry knowledge and updates on latest tax regulations so that our professionals can deliver leading insights. Our professionals benefit from a broad range of centralized in-person training sessions led by our experienced Managing Directors, including national and regional off-site training events, which provide them with opportunities to grow their subject matter expertise, prepare for managerial roles and responsibilities, and to build cross-functional networks throughout our firm.

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Beyond our internal programs, we have a partnership with the University of San Francisco (USF), which provides tailored programs for our professionals to earn Masters of Business Administration (MBA), Masters of Laws in Taxation (LLM) or Masters of Legal Studies in Taxation (MLST) degrees. We also offer comprehensive professional qualification support by providing resources to assist with the Certified Public Accountant (CPA) exams, the Chartered Financial Analyst (CFA) exams, bar exams and other professional certifications. These programs and resources are provided at no cost to our employees, conducted remotely and scheduled outside of peak workflow periods.

These investments in training underscore our commitment to stewardship. We believe that our emphasis on this core component of our culture has enabled us to deliver high levels of employee retention which, in turn, enhances our ability to deliver consistent client services.

Differentiated Thought Leadership

Our commitment to service excellence is supported by our ability to deliver highly relevant, insightful technical advice, informed by our thought leadership. Our position as a thought leader in our areas of practice is driven by our senior leaders, many of whom are subject matter specialists within their respective fields and are widely recognized as leading experts. For example, Andersen Managing Directors and professionals are the authors of widely regarded resources and reference materials, including foundational publications such as the Tax Economics of Charitable Giving and Income Taxation of Fiduciaries and Beneficiaries. In addition, our professionals are regularly invited to share insights at professional events as speakers and panelists. Our widely circulated For the Record newsletter provides timely updates on key developments in tax and finance to our clients. Additionally, through the recently launched Andersen Institute for Finance and Economics, which we refer to as the Institute, we provide critical thought leadership regarding far-reaching topics such as technological innovation, climate change and decarbonization, rising levels of public debt and geopolitical developments. Our team of experts who contribute to the Institute include eminent scholars who are actively engaged, either as board members or with Institute events. The direct involvement of these individuals further enhances our ability to provide cutting-edge insights and advice to our clients.

Our Integrated Services Offerings

Since our founding, our strategy has been to build the firm as a platform that seamlessly meets the tax and business needs of individuals and family offices, businesses and institutional clients. Our teams build long-term, trusted client relationships by delivering solutions that are both technically sophisticated and, most importantly, practical. Our primary services presently include:

• Private Client Services. We serve as trusted advisors to some of the world’s most affluent families, family offices and high-net-worth individuals, addressing complex matters involving multigenerational wealth, charitable giving and trust and estate planning. Our Private Client Services practice encompasses a wide range of areas, including income tax planning, trust and estate planning, charitable giving, family office advisory, tax compliance, outsourced accounting and wealth management advisory.

• Business Tax Services. We offer a broad range of scalable, integrated tax-related consulting and compliance services for businesses. Leveraging decades of experience, we help business enterprises manage their tax planning, compliance and reporting needs. Specifically, through our Business Tax Services practice, we offer the following services:

• M&A Transaction Services. We support clients by advising on tax-efficient deal structures, reviewing quality of earnings reports, conducting tax due diligence and developing negotiation strategies that help preserve, enhance and create value during the transaction lifecycle.

• State and Local Tax Services (SALT). Our nationwide SALT practice supports clients with state income tax planning and compliance, tax controversy, sales and use tax advisory, property tax advisory and unclaimed property and escheat services.

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• International Tax Services (ITS). Our ITS practice helps multinational enterprises navigate the complexities of cross-border operations as their business models and supply chains evolve. These services include advice relating to tax-efficient structures for geographic expansion, as well as support with transfer pricing strategies, indirect transactions, financial reporting and risk management.

• Tax Technology Automation (TTA). Our nationwide TTA practice assists enterprises with designing, developing and implementing technology platforms and information services to manage their tax functions more efficiently and accurately.

• Alternative Investments. We provide distinct, integrated services specifically for investment funds across their lifecycle. These include support with designing fund structures, production of private placement memoranda, fund accounting and administration, and compliance requirements for funds, fund managers and investors. Our client base in this sector includes family offices, private equity funds, hedge funds, real estate funds, venture capital funds and funds-of-funds.

• Valuation Services. We provide independent valuation analyses to support clients with their operational objectives and financial reporting requirements. Our specific Valuation Services include:

• Tax Valuation. Our tax valuation and related advisory services help clients navigate tax laws and regulations related to asset valuation. We support clients with a variety of transaction-related compliance needs, including equity compensation; taxable reorganizations; purchase price allocations; inventory, real estate, machinery and equipment, intangible asset and goodwill valuations; net operating loss and built-in gains analyses; individual income tax needs such as charitable contributions; and estate and gift taxes.

• Financial Reporting. We help clients comply with important regulatory, market and fiduciary requirements. Our financial reporting services include valuations for business combinations and periodic impairment testing of long-lived assets.

• Fixed Asset and Real Estate Valuation. We provide integrated fixed asset and real estate valuations, with specialized expertise in machinery and equipment valuation, fixed asset reconciliation, cost segregation, real estate valuation and real estate consulting. Our services are used for a variety of purposes, including financial and tax reporting, income, gift and estate tax reporting, litigation and strategic assessments.

• U.S. National Tax Office. In addition to discrete service offerings, our capabilities are enhanced by our team of dedicated U.S. National Tax (USNT) professionals. Our USNT office is comprised of senior, experienced professionals with deep technical expertise covering areas such as tax analysis, issue development, legislation monitoring and tax controversy. Many of our USNT professionals formerly held senior positions at the Internal Revenue Service (IRS), the U.S. Department of Treasury and leading law firms.

Our ability to deliver these integrated capabilities are further underpinned by our investments in advanced technology platforms and a growing commitment to implementing AI across our service offerings. These investments include software and systems to support our tax and valuation services, as well as a number of strategic alliances with leading third-party AI firms to access proprietary technologies and accelerate innovation across our service lines. In addition, we have entered into collaboration agreements with a number of additional firms offering distinctive AI solutions, further enhancing our ability to deliver market-leading capabilities and thought leadership to clients around the world. Our use of AI extends beyond our delivery of services to our clients, and reaches how we operate our own business. For example, we are leveraging an AI platform to review due diligence materials, streamline process management, and assist in contract negotiations in connection with our acquisition strategy.

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Industry Background and Market Opportunity

Demand for our services is driven by several ongoing trends, including:

• Increasingly complex operating environment creating greater financial and operational uncertainty. Substantial movements of capital and talent are impacting how wealth and business strategies are formulated. According to the United Nations World Investment Report, foreign direct investment inflows over the past decade have averaged more than $1.5 trillion per year, creating an increasingly broad web of cross-border connections that have increased operational complexity. These flows of capital and talent have heightened operational risk, financial risk and complexity for investors and businesses. These challenges are exacerbated by shifts in geopolitical interests; trade policies, including tariffs; and migration patterns that have injected additional uncertainty into the business environment. In response, many businesses and investors are increasingly relying on advisors with the technical knowledge, practical experience and global expertise to help navigate these matters to achieve their financial and strategic objectives.

• Frequent changes to tax policy and legislation that require organizations to regularly adapt business practices. As nations struggle to address fiscal challenges brought about by macro trends such as aging populations, digitization and climate change, the pressure on tax policy to generate sufficient revenue has increased significantly. As a result, in many countries, governments have focused on devising myriad revisions to tax laws, placing increasingly onerous tax compliance burdens on investors and businesses. For example, in the United States, the 2017 Tax Cuts and Jobs Act (TCJA) represented the most sweeping tax law change in over three decades including 86 provisions that modified, added to, or repealed tax policy, the impacts of which are still felt today. When taken in combination with international initiatives such as the Organisation for Economic Cooperation and Development’s (OECD) global minimum tax proposal, many organizations are finding it difficult to meet the challenges of ongoing compliance. As a result, individuals and organizations require the services of a trusted firm to monitor and adapt to changes in tax policy.

• Limited internal organizational capabilities to manage a changing environment. Organizations are increasingly struggling to source the talent needed to manage the demands of a changing operating environment, a trend exacerbated by a shortage of qualified financial experts, including CPAs. According to the Bureau of Labor Statistics, in the United States over 340,000 CPAs left the profession between 2019 and 2023, creating staffing challenges for the many organizations that rely on accounting experts. In this environment, clients are increasingly seeking service providers with a reliable pool of trained, experienced and available professionals.

• Convergence of finance, tax and legal matters require integrated client solutions. Finance, tax and legal matters are converging at an accelerating pace. This convergence means that many investors and businesses are seeking to engage a single firm, or a “one-stop shop,” that offers an integrated set of service offerings. This is particularly the case for corporate transactions, which may involve financial valuation, tax optimization and compliance with relevant corporate laws, as well as centralized coordination.

• Independence and regulatory challenges that prevent service providers from effectively supporting clients. Despite growing demand for integrated services offerings, many larger providers, particularly those who offer audit and attestation services, often face both regulatory and independence challenges, which prevent them from providing a broader suite of services. In the United States, Section 201 of the Sarbanes-Oxley Act prohibits independent registered public accounting firms from providing certain non-audit services to their audit clients, including appraisal and valuation services, financial systems design and internal audit outsourcing. These restrictions, combined with conflicts-of-interest concerns, limit the ability of audit firms to fully support their clients. This creates a further hurdle for many companies to obtain specialized expertise needed to address complex tax and financial matters.

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Given these industry trends, we believe our ability to deliver a comprehensive range of offerings positions us well to address a significant and growing market opportunity. The foundation for this market opportunity lies in our core competency of tax advisory services, in which we have built a differentiated practice over the past two decades. According to IBISWorld’s Analysis of Tax Advisory Services, this market alone represented an annual opportunity in the United States of $60 billion in 2024.

Beyond this core market opportunity, our broader financial advisory services offerings, particularly in valuation and financial reporting services, provide additional avenues for further growth. According to IBISWorld, the combined annual market for broader non-audit related financial advisory and valuation services in the United States was $44 billion in 2024. In addition to these opportunities, we believe our expansion into broader consulting services via our relationship with Andersen Consulting will provide the opportunity to unlock significant new market opportunities to continue to grow our business. According to IBISWorld, the annual market for consulting services, including corporate strategy, organizational design, process and operations management, among others, represented a combined opportunity of $392 billion in 2024 in the United States alone.

We expect our market opportunity to continue to grow as we expand the range of services that we offer, including via our relationship with Andersen Consulting. In addition, we expect the growth of our market opportunity to accelerate as we continue to expand our global presence through our involvement with Andersen Global and enter new international markets.

Our Growth Strategies

We believe that our financial performance directly reflects our differentiated approach and that our commitment to maintaining our culture of client service, collaboration and stewardship will support further growth in the future. We believe we are in the early stages of addressing our substantial market opportunity and we intend to execute on several growth strategies, including:

• Expand work with existing clients. We intend to continue expanding our relationships with existing clients by maintaining high service levels and, when appropriate, by recruiting experienced professionals who can provide additional services. Our core values of client service and collaboration have yielded a track record of expanding work with clients after an initial engagement. For example, since the commencement of their respective engagements with us, our ten largest client groups in 2024 have grown their aggregate contribution to our revenue by 5.3 times. The number of client groups that had a minimum annual spend of over $250,000 grew from 524 to 629 from 2023 to 2024. Leveraging our core value of superior client service, we intend to continue to seek opportunities to expand relationships with existing clients.

• Attract new high-quality clients. As of June 30, 2025, we had over 11,300 client groups and over 20,600 client engagements, and we believe we have a significant opportunity to continue to further expand our client base. We have established ourselves as a leader within the tax and financial advisory sectors in the United States and believe our strong reputation for service excellence, our highly skilled multidisciplinary teams and our integrated cross-functional capabilities will continue to position us to win new clients going forward. Furthermore, the Andersen brand continues to be a valuable driver of business demand, with many clients associating the Andersen brand with professionalism and service excellence. We intend to invest in marketing initiatives to further strengthen our brand awareness among potential clients, providing us with additional opportunities to attract new clients.

• Expand and add new service offerings. Our differentiated approach has helped to establish our reputation as a leading provider for tax and financial advisory services. We believe our strong reputation will help us to significantly expand the scope and scale of our service offerings. For example, we plan to target expanding the scope of our services in the near-term in areas including consulting, investment banking, global mobility and international legal services. We also believe that Andersen Consulting remains one of the most widely recognized and respected legacy brand names in

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professional services. We believe our relationship with Andersen Consulting will enable us to rapidly scale our ability to offer a broader range of consulting services globally. In addition to our near-term plans for expanding consulting services, we plan to continue evaluating expansion opportunities in areas where we have the potential to gain additional market share and become a leader in that area.

• Inorganic growth opportunities. We intend to continue to identify, evaluate and pursue potential acquisition targets selectively. We intend to pursue acquisitions of complementary businesses where we believe there is a strong cultural fit, as evidenced by alignment with our core values. While we will continue to be selective in our approach to acquisitions, we believe there is a strong pipeline of inorganic opportunities, particularly as we look to expand our geographic footprint and consulting practice, both domestically and internationally.

• Expand business internationally. We intend to continue leveraging the Andersen brand’s strong global recognition and association with the highest standards of professionalism and service excellence to open new opportunities outside the United States. For example, we believe our relationship with Andersen Global, as well as the Andersen Consulting brand, provide us with clear opportunities to expand our international presence, both through closer partnership with member and collaborating firms and through future acquisitions.

Our Clients

As of June 30, 2025, we had a broad and diverse client base of over 11,300 client groups across the United States, and over 20,600 client engagements. Our clientele includes individuals, wealthy families, businesses, and institutional clients, demonstrating our ability to address a broad spectrum of needs across a multifaceted set of stakeholders.

Our business and investment fund client base is distributed across a wide range of industries, including financial services, consumer products, healthcare, hospitality, manufacturing, pharmaceutical and biotech, private equity, real estate, technology, and venture capital. This diversity supports the resilience of our business, as we are not reliant on one single set of clients or industry sector.

Because of our broad and diverse client base and the range of industries that we serve, we benefit from low client concentration. For example, our ten largest client groups combined accounted for approximately 5% of our revenue in each of 2024 and 2023. Our financial performance is further supported by the loyalty of our clients based on the quality of the long-term relationships we have built and the highly recurring nature of the services that we provide. In 2024, approximately 74% of our revenue was from client groups who have been doing business with us for over three years.

Our People and Human Capital Resources

To deliver our differentiated services, we rely on a team of highly qualified experts who are well-positioned to address our clients’ most complex challenges. We have assembled a multidisciplinary talent base of over 2,200 employees in 26 locations across the United States as of June 30, 2025. Additionally, our relationship with Andersen Global provides us with access to over 42,000 additional professionals across nearly 900 offices in 182 countries as of June 30, 2025, enabling us to better serve clients across the globe.

Our differentiated talent strategy, informed by our cultural focus on stewardship and client service, is characterized by a low Managing Director-to-professional operating model and high ratio of client-facing employees. As of June 30, 2025, we had 288 revenue-generating Managing Directors and 1,536 revenue- generating professionals, representing a revenue-generating Managing Director-to-professional ratio of approximately 1-to-5. Across our broader employee base, 83% of our 2,220 employees were classified as revenue-generating as of June 30, 2025, while the remainder provide support to our client-facing teams in operational functions.

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We focus on bringing multidisciplinary teams to our client engagements to support them across their most complex financial and tax matters. These teams are often composed of individuals with backgrounds in accountancy, data science, economics, law and management consulting, reflecting the breadth of the services that we offer. Our professionals are also highly qualified in their respective fields. Client-facing professionals at manager level and above are typically required to attain and maintain professional licensure in their respective services. As of June 30, 2025, 87% of these professionals held professional licenses such as CPAs, CFAs, EAs, LLMs or JDs. In addition, 54% of these professionals held advanced degrees.

None of our employees are represented by a labor union or subject to a collective bargaining agreement. We have not experienced any work stoppages due to employee disputes, and we believe our relationship with our employees to be good.

Diversity

Our dedication to diversity is a crucial element in building a culture that reflects our values of stewardship and transparency. To support these objectives, we have undertaken a number of diversity initiatives, including establishing employee resource groups known as Affinity Circles. These groups, based on shared missions, interests, social identities or life experiences, bring together our diverse employee base. Our Affinity Circles, which include Pride at Andersen, People of Color and Allies, Veterans Resource Network and The Golden Hour, reflect our diverse workforce and help promote employee development, a sense of belonging and cultural awareness across Andersen.

We also place a strong emphasis on diversity in our recruiting efforts by collaborating with schools, professional societies and programs such as Hiring Our Heroes, the National Association of Black Accountants (NABA), and the Association of Latino Professionals for America (ALPFA) to build a diverse workforce. The success of these initiatives is evident in the demographic composition of our employee base. Today, approximately 3% of our professional services team identify as Black or African American, 28% as Asian and 10% as Hispanic or Latinx. Furthermore, 48% of our professionals are women and 31% of our Managing Directors are women. These figures underscore our ongoing commitment to fostering a diverse and inclusive environment where all employees can thrive.

Attracting Talent

We are focused on attracting talent to our organization who reflect the professional standards associated with Andersen and who recognize the importance of our culture and values. To achieve these aims, we focus on recruiting the brightest talent from leading academic institutions around the globe, while simultaneously focusing on cultural fit when making hiring decisions. We have made significant investments in our campus recruiting initiatives to develop a healthy talent pipeline. We have also established a structured internship program to provide valuable practice experience for prospective employees. In 2024, we had over 9,000 applicants for approximately 183 open associate and internship positions, representing a diverse and talented group of candidates from 900 universities and 24 countries.

We have also made significant efforts to attract talented experienced professionals who continue to expand our ability to enter new markets and establish new service lines. We have a strong track record of successfully recruiting lateral candidates to our business, many of whom have a relationship with the former Arthur Andersen. For the five-year period ended December 31, 2024, we attracted over 750 lateral hires with at least five years of experience, representing approximately 34% of our new employees.

To attract these lateral hires, we rely on a multifaceted approach including leveraging our internal recruiting teams, employee referrals, external recruiting agencies and client referrals. Our internal sources have been effective in supporting our lateral hiring objectives, with 47% of our lateral hires in 2024 coming through internal recruiting efforts, while an additional 27% were sourced through employee referrals, reflecting an efficient talent sourcing pipeline.

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Developing Talent

We emphasize training and development programs for our employees through both a carefully designed training curriculum as well as continuous on-the-job experience. This approach is integral to maintaining the high standards of service that our clients expect. Our training initiatives include:

• Training for New Hires: All new hires receive extensive onboarding, often delivered directly by current Managing Directors at the firm, to help them integrate into our culture and to position them to deliver consistently excellent client service.

• Professional Qualification Support: We provide our professionals with the resources needed to prepare for CPA exams, CFA exams, bar exams and other professional certifications, which are crucial for their career advancement.

• Core Structured Training: We provide a series of structured training sessions for our professionals as they advance in their careers that enable them to build their technical skills as well as industry and regulatory knowledge. We also offer off-site training events conducted at regional and national levels to help our professionals build their workplace networks and prepare for managerial roles and responsibilities.

• Partnership with University of San Francisco (USF): Through our partnership with USF, we provide our employees with access to MBA, LLM and MLST programs tailored specifically for our professionals, and funded by us.

Professional development through mentorship is another cornerstone of our talent development strategy. Our Managing Directors are held accountable during performance reviews for mentoring team members and fostering an environment of growth and support. Every employee has the opportunity to participate in our mentorship program, utilizing our internal Mentor Finder tool to connect with potential mentors based on criteria such as location, job title, Affinity Circle affiliation and interests. This tool supports building relationships that are tailored to individual needs and career goals, enhancing the personal and professional growth of our team members. As of December 31, 2024, we had over 800 mentors and over 1,700 mentees participating in the program, representing over 90% of our employee base.

Retaining Talent

We aim to create a workplace where our employees can build long-lasting and rewarding careers at Andersen. With our emphasis on stewardship and focus on building an environment that is similar to that of a family business, we seek to build a workplace in which each employee is valued, helping reduce voluntary attrition. We also have implemented formal incentive programs specifically designed to retain employees. The success of these initiatives has resulted in strong employee retention rates compared to industry benchmarks, with our average client-facing non-partner attrition rate over the past three years, excluding involuntary terminations, being approximately 17% compared to the industry average of approximately 21%.

We rely on the experience of our Managing Directors and professionals to deliver our client services and have actively sought to extend the tenure of our most knowledgeable team members to support the quality of our offerings. As of December 31, 2024, 47% of our employees have been with our firm for three years or more, while our average Managing Director tenure exceeds ten years. This distribution highlights our ability to retain experienced talent while integrating newer employees to adapt to changing market conditions and drive future success. Our ability to retain our senior professionals and Managing Directors is, in part, supported by the fact that we do not impose a mandatory retirement age, enabling our team members to pursue lengthy and fulfilling careers at our firm. In addition, we take a considered approach to managing involuntary attrition across our business. Since our inception, due to the stable nature of our business, we have never undergone any reductions in force programs or layoffs. We believe that these initiatives support employee longevity, help maintain institutional knowledge and allow us to create long-term, trusted relationships with our professionals, Managing Directors and clients, further enhancing our firm’s reputation and success.

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Sales and Marketing

We have a history of achieving significant and long-term growth since our founding in 2002. The success of our approach is reflected in our consistent growth to date, having delivered a revenue CAGR of 15% since 2003, the first full fiscal year following our formation, through December 31, 2024, and a net income CAGR of 24% since 2009, the first full fiscal year following our management buyout from HSBC, through December 31, 2024. This performance is, in part, a testament to the strength of our value proposition, the high quality of service we deliver and the recognition of our brand, which have enabled us to scale efficiently without significant investment in sales and marketing to date.

Sales

Our sales efforts are led by our revenue-generating Managing Directors. They lead our highly skilled multidisciplinary teams to pitch for, and win, new business by leveraging their deep expertise in tax and financial advisory services, and our strong reputation for service excellence. As of June 30, 2025, we had 288 revenue-generating Managing Directors at our firm, all of whom are directly involved in sales and business development activities. In addition to our Managing Director-driven direct sales efforts, we also benefit from a number of additional sales channels including inbound inquiries and referrals. These inbound inquiries are often driven by broader awareness of our business, supported by the Andersen brand, and by positive word of mouth from our existing clients. Our primary referral channels include existing clients and service providers that we partner with, including mergers and acquisitions providers, wealth advisors and law firms, who help support our robust sales pipeline.

Our sales efforts are further supplemented by our relationship with Andersen Global, which generates referrals and client introductions from international member and collaborating firms. As Andersen Global has expanded, we have also benefited from network effects that have created a growing pipeline of sales opportunities with an international component. We expect this to continue as the number of Andersen Global member and collaborating firms continues to grow over time.

In addition to winning new business, our sales efforts are focused on deepening existing client relationships by broadening the scope of our ongoing engagements and identifying additional services aligned with our clients’ evolving needs. We pursue a targeted strategy to introduce new services to existing clients, ensuring we deliver the full value of the Andersen platform on each engagement. As we continue to expand our service offerings, we selectively pursue areas where we can create meaningful value for our clients.

Marketing

Central to our marketing strategy is the strength of the Andersen brand, which we believe is synonymous with the highest standards of professionalism and service excellence. This brand provides our firm with strong name recognition and drives awareness of our offerings among prospective clients, many of whom have prior affiliations with the former Arthur Andersen, either as clients or employees.

To continue building on the strength of the Andersen brand we have made targeted investments in marketing. For example, we selectively sponsor key industry events and professional organizations that align with our mission and values. We are currently a Platinum Level Sponsor of the Tax Executives Institute and our professionals are frequent speakers at the Practicing Law Institute, American Bar Association, Council on State Taxation and other professional organizations which help us maintain a strong, visible presence in the professional tax community.

Our marketing efforts are also supported by our thought leadership initiatives. Publications, such as our widely distributed periodical For the Record, reinforce awareness of our expertise and help promote our service offerings. Through the work of the Andersen Institute for Finance and Economics, we also publish material that builds our credibility on critical topics regarding economic and public policy. We intend to invest further in marketing programs that drive awareness among potential clients and reinforce the strength of the Andersen brand.

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Competition

We operate in a highly dynamic market and on the basis of a number of factors, including depth of client relationships, industry knowledge, transaction execution skills, our range of services, innovation, reputation and price. We face competition from a range of organizations and service providers on national, international and regional bases. Our primary competitors include:

• Large, global full-service financial advisory and consulting firms such as Deloitte & Touche LLP, Ernst & Young LLP, KPMG LLP, and PricewaterhouseCoopers LLP.

• Other accounting and advisory practices, such as Grant Thornton Advisors LLC and RSM US LLP.

• Boutique and specialized tax advisory firms.

• Local providers in the tax, legal, financial advisory and consulting markets internationally.

• In-house tax and accounting departments of our clients and potential clients.

Some of our competitors have significantly more financial resources, a larger national or international network or presence, larger professional staffs and greater brand recognition than we do. Some have lower overhead and other costs and can compete through lower-cost service offerings, and may have the resources to make strategic acquisitions more quickly than we do. We could experience additional competition as we expand our service offerings, enter new geographic markets and acquire businesses in the future.

We believe that our widely recognized and strong firm culture and values, combined with our globally recognized premium brand, integrated service platform and independence relative to traditional audit firms, provide us with strong and sustained differentiation from our competition.

Facilities

Our corporate headquarters are located in San Francisco, California, where we lease approximately 53,000 square feet of office space. Our headquarters lease was entered into in May 2018 and expires in July 2030, with a right to renew the initial term for two consecutive renewal terms of five years each. As of December 31, 2024, we leased office space across the United States in over 25 locations. We may procure additional space as we add employees and execute our business strategy. We believe that our facilities are adequate for our current needs and anticipate that suitable additional space will be readily available to accommodate any foreseeable expansion of our operations.

Intellectual Property

We rely on a combination of intellectual property laws, confidentiality procedures and contractual provisions to protect our intellectual property. We require employees to sign written agreements at the start of their employment with us. These agreements generally require any confidential or proprietary information disclosed by us to remain confidential.

Our most important trademarks are the “Andersen” wordmark and our “Door” logo, which are registered in the United States and certain foreign countries. In the United States, the “Andersen” wordmark and our “Door” logo trademark registrations expire in October 2029 and November 2026, respectively. These trademark registrations can be renewed for successive ten-year terms, and we intend to renew these registrations for as long as we continue to use these trademarks. In foreign countries, our rights in those trademarks will continue in force, according to local regulation, until the end of the applicable registration periods, at which time we can and intend to renew the registrations for additional terms. These trademarks represent a reputation built over decades and are integral to our ability to attract clients, recruit top-tier talent, and maintain our competitive position. We offer licenses to member firms of Andersen Global to use certain of our registered trademarks in exchange for a license fee of 2% of the increase of the member firm’s consolidated net revenue for each calendar year, which is

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payable annually so long as a firm continues as a member of Andersen Global. Additionally, we require each partner firm of Andersen Consulting to enter into trademark license agreements with us to use certain of our registered trademarks in exchange for a license fee of 2% of the increase in the Andersen Consulting partner firm’s consolidated net revenue for each year, which is payable annually so long as a firm continues as a partner firm of Andersen Consulting. We do not believe that any individual intellectual property right, other than our rights in the “Andersen” wordmark and logo, is material to our business. Our services are not generally dependent upon patent protection.

Legal Proceedings

We are currently involved in, and may in the future be involved in, actual and threatened legal proceedings, claims, investigations and government inquiries arising in the ordinary course of our business that cover a wide range of matters, including errors and omissions, intellectual property, data privacy and data protection, torts, securities, labor and employment and contractual rights.

Although the results of the actual and threatened legal proceedings, claims, investigations and government inquiries in which we currently are involved cannot be predicted with certainty, we do not believe that there is a reasonable possibility that the final outcome of these matters will have a material adverse effect on our business or financial results. Regardless of the outcome, however, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, harm to our reputation and brand and other factors.

For additional information on risks relating to litigation, see the sections titled “Risk Factors—Risks Related to Our Business, Operations and Industry—If we were to be held liable for alleged errors, omissions, illegal practices or other misconduct in providing our services to clients, our brand and reputation could be harmed and we could incur significant costs, which may exceed available insurance, if any, and which could harm our business” and “Risk Factors—Risks Related to Our Business, Operations and Industry—Adverse judgments or settlements in legal disputes could result in monetary damages or injunctive relief that could damage our reputation and materially affect our results of operations.”

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MANAGEMENT

Executive Officers and Directors

The following table sets forth certain information with respect to Andersen Group Inc.’s executive officers and directors, after giving effect to the reorganization transactions, including their ages as of    , 2025. We intend to appoint additional directors prior to the completion of this offering.

Name	Age		Position(s)
Executive Officers and Employee Directors
Mark Vorsatz		70	Chief Executive Officer and Chairman of the Board of Directors
Neal Livingston		62	Chief Financial Officer
Daniel DePaoli		57	Country Managing Director
Peter Coscia		59	East Regional Managing Director
William Deckelman		68	Chief Legal Officer
Joseph Karczewski		68	Director Nominee
Dorice Pepin		67	Director Nominee
Non-Employee Directors
Robert V. Gunderson, Jr.(2)(3)		73	Lead Independent Director
John R. Joyce(1)(2)		71	Director
John F. Nicolai(1)(2)		76	Director
Ronald L. Olson(2)(3)		84	Director

(1) Member of the audit committee.

(2) Member of the compensation committee.

(3) Member of the risk committee.

Executive Officers and Employee Directors

Mark Vorsatz has been the Chief Executive Officer and the Managing Director of our Private Client Services practice since co-founding Andersen in 2002, and has been a member of Andersen Group Inc.’s Board of Directors and Chairman since April 2025. Mr. Vorsatz has also been the Chairman of Andersen Global since 2013 and Chairman of the boards of directors of MDM and MDI since January 2025. Mr. Vorsatz has been instrumental in the formation of Andersen’s worldwide presence, spearheading the establishment and expansion of Andersen Global into more than 500 locations across the world. In addition to his management responsibilities as Global Chairman and CEO, Mr. Vorsatz continues to provide tax services, working exclusively with individuals in the design and implementation of customized income tax and estate planning solutions. Mr. Vorsatz has also served as the Chairman of the Andersen Institute for Finance and Economics since 2023 and on the board of directors of several privately held companies. Prior to founding Andersen, Mr. Vorsatz joined Arthur Andersen in 1979, and served as Partner from 1987 until 2002. Mr. Vorsatz holds an A.B. in Political Science and Economics from Stanford University and a J.D. from University of California, Hastings College of Law. We believe Mr. Vorsatz is well qualified to serve as a director because of his substantial leadership and management experience, his role as a co-founder of Andersen and his significant involvement since our inception, and his extensive understanding of the tax and financial industry.

Neal Livingston has been Andersen’s Chief Financial Officer since January 2025 and Andersen Group Inc.’s Chief Financial Officer since April 2025. Prior to joining Andersen, Mr. Livingston served as the Global Chief Financial Officer for Freshfields, an international law firm, leading the firm’s finance division on a global scale from November 2021 until December 2024. From October 2016 until October 2021, Mr. Livingston was the Global Chief Financial Officer at Dentons, one of the largest international law firms in the world, overseeing all aspects of the firm’s global strategic and operational finance functions. While at Dentons, Mr. Livingston was

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also a member of the Global Management Committee and Global Board. Before entering the legal sector, Mr. Livingston primarily worked in banking, including leadership and management roles at the Commonwealth Bank of Australia from 2013 until 2016, the Royal Bank of Scotland from 2011 until 2013, Standard Chartered Bank between 2006 and 2011, Andersen Worldwide from 1992 until 2004 and Bank of America between 1988 and 1992. Mr. Livingston holds a B.A. in Business Administration from University of Brighton and an M.B.A. from UNC Charlotte Belk College of Business.

Daniel DePaoli has been with Andersen since 2002, serving in various leadership roles, and most recently as our Country Managing Director and Regional Managing Partner for North America since 2016. Mr. DePaoli oversees a significant portion of our operations and continues to provide private client services, specializing in tax consulting and compliance for individuals. Prior to joining Andersen, Mr. DePaoli worked at Arthur Andersen from 1990 until 2002, where he became Partner in 2001. Mr. DePaoli holds a B.A. in Economics from Hamilton College and an M.S. in Accounting from University of Hartford.

Peter Coscia has been Andersen’s East Regional Managing Director since January 2024, overseeing the provision of comprehensive tax services across the U.S. eastern region and Caribbean. Mr. Coscia has also served as a member of the boards of directors of MDI and MDM since 2018. Mr. Coscia has served in various leadership positions at Andersen since 2002, including Managing Director of the Metro New York office from May 2018 until December 2023. Prior to Andersen, Mr. Coscia worked as a Senior Tax Manager at Deloitte Tax, LLP in 2002 and at Arthur Andersen from 1991 until 2002. Mr. Coscia holds a B.B.A. in Public Accounting from Pace University and a J.D. from Brooklyn Law School.

William Deckelman has been Andersen’s Chief Legal Officer since January 2025. From July 2024 through December 2024, Mr. Deckelman served as Executive Vice President of the Howard Baker Forum, an organization that facilitates a variety of public policy programs and research projects, and a Senior Public Policy Advisor/Of Counsel at the law firm, Baker Donelson. Between 2008 and March 2024, Mr. Deckelman was the Executive Vice President and General Counsel of DXC Technology Company and its predecessor, a multinational information technology services and consulting company. Prior to joining DXC, Mr. Deckelman held various general counsel and in-house legal positions at several information technology companies, including Affiliated Computer Services, Inc., Electronic Data Systems Corporation and MTech Corp., and worked as an associate at Winstead PC and, later, as a partner at Munsch Hardt Kopf & Harr, PC, both of which are Texas-based law firms. Throughout his career, Mr. Deckelman has served on a number of advisory boards and as a member of the board of directors of BriefBox Technology, an enterprise legal software company. Mr. Deckelman holds a B.A. in Political Science and an M.B.A. from Arkansas State University, a J.D. from University of Arkansas School of Law, an L.L.M. from Georgetown University Law Center, and an Executive L.L.M. from The London School of Economics and Political Science.

Joseph Karczewski is expected to serve on Andersen Group Inc.’s Board of Directors prior to the completion of this offering. Mr. Karczewski has been with Andersen since 2006 and currently serves as a Managing Director, as a member of Andersen Global’s Board of Directors, and as a member of the boards of directors of MDM and MDI. During his time at Andersen, Mr. Karczewski has held various leadership roles and continues to provide federal tax planning services for private equity firms, private and public companies and families. Prior to joining Andersen, Mr. Karczewski served as a Tax Partner at KPMG LLP from 2003 until 2006, and between 2002 and 2003, Mr. Karczewski was a principal at Lake Capital LLC, a private equity firm. Mr. Karczewski also held several roles at Arthur Andersen between 1983 and 2002, including as a World Wide Partner starting in 1993 and as the Market Leader for the Chicago Office’s Technology, Media and Communications industry beginning in 2001. Mr. Karczewski holds a B.B.A. in Public Accounting from Loyola University Chicago and a J.D. from DePaul University College of Law. We believe Mr. Karczewski is well qualified to serve as a director based on his extensive leadership background and substantial experience in the tax and financial industry.

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Dorice Pepin is expected to serve on Andersen Group Inc.’s Board of Directors prior to the completion of this offering. Ms. Pepin has been with Andersen since 2007 and has served as Regional Managing Director for the Central Region since March 2023, overseeing the provision of comprehensive tax services and assisting clients with planning for the effects of business acquisitions, reorganizations, tax examinations and changes in tax law for multistate and multinational business operations. Since January 2024, Ms. Pepin has also served as a member of the CEO Nominating Committee, and since 2017, as a member of Andersen Global’s Board of Directors and a member of its Partner Admissions Committee. While at Andersen, Ms. Pepin has held various roles, including as a non-board member of the Compensation Committee of Andersen Tax LLC from 2010 until 2014 and as the State and Local Tax Client Group Leader from 2009 until 2019. Prior to joining Andersen, in 2004, Ms. Pepin co-founded True Partners Consulting, a tax compliance consulting firm, and served as a founding partner until 2006. Ms. Pepin also worked as a Partner at Deloitte Tax, LLP from 2002 until 2004 and at Arthur Andersen from 1987 until 2002. Ms. Pepin holds a B.S.C. in Accountancy and an M.S.T. in Taxation from DePaul University. We believe Ms. Pepin is well qualified to serve as a director due to her significant leadership experience and demonstrated expertise in the tax and financial industry.

Non-Employee Directors

Robert V. Gunderson, Jr. has been a member of Andersen Group Inc.'s Board of Directors since July 2025. Mr. Gunderson is a founding partner and Chairman Emeritus of the law firm of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, where he practiced from 1995 through December 2021. Gunderson Dettmer is an international law firm focused on the innovation economy with over 350 lawyers and over $500 million of revenue for the year ended December 31, 2024. Gunderson Dettmer has been ranked as the #1 venture capital law firm globally by PitchBook since 2014. Mr. Gunderson is a Fellow of the American College of Governance Counsel. Mr. Gunderson has been a director of a number of public companies, including, most recently, Theravance Biopharma, Inc. from 2013 to September 2021, and numerous private companies over the past 30 years. Mr. Gunderson holds an M.A. in Philosophy from Stanford University, an M.B.A. from The Wharton School, University of Pennsylvania, and a J.D. from The University of Chicago, where he was Executive Editor of The University of Chicago Law Review. Mr. Gunderson’s bar memberships are currently inactive. We believe Mr. Gunderson is well qualified to serve as a director based on his demonstrated leadership in his field, his understanding of the professional services field, his expertise in corporate governance matters, his knowledge of financial and financing matters and his board experience.

John R. Joyce has been a member of Andersen Group Inc.'s Board of Directors since July 2025. Mr. Joyce is the former Chief Financial Officer of IBM, where he held various leadership and management positions between 1977 and 2007, including as President of Asia Pacific and Head of Global Services. During his time at IBM, Mr. Joyce was instrumental in the successful reengineering of IBM’s worldwide business. From 2005 until 2010, Mr. Joyce served as Managing Director of Silver Lake Partners, one of the world’s largest technology focused private equity funds, where he was also a member of the firm’s investment committee and a leader of the firm’s value creation team. Between 2010 and 2014, Mr. Joyce was the Chief Financial Officer and Vice Chairman at Silver Spring Networks, Inc., a utility management technology solutions company (acquired by Itron Networked Solutions, Inc.), and from 2014 until 2018, Mr. Joyce was the Chief Financial Officer and Vice Chairman at Kony, Inc., a digital banking development platform provider, prior to its acquisition by Temenos AG. Mr. Joyce has also served on the boards of several public companies, including Gartner, Inc. from 2005 until 2009, Avago Technologies Limited (now Broadcom) from 2005 until 2010, and Hewlett-Packard Company from 2007 until 2011, as well as the boards of private companies, including Globality, Inc., an autonomous sourcing company, since 2015. Mr. Joyce currently serves as the Vice Chairman of IB Acquisition Corp., and as the Executive Chairman at NetX, a global venture capital fund, and as a member of the board of directors of Futureverse, which is a portfolio company of NetX. Mr. Joyce holds a B.S. in Administrative Sciences from Montclair State University and an M.B.A. from Fairleigh Dickinson University. We believe Mr. Joyce is well qualified to serve as a director due to his extensive financial leadership and board experience.

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John F. Nicolai has been a member of Andersen Group Inc.'s Board of Directors since July 2025. Mr. Nicolai is a former Managing Member of Greer Anderson Capital, an investment advisory firm, from 2012 until 2016. Between 1974 and 2011, Mr. Nicolai held various positions at Ernst & Young. While at Ernst & Young, Mr. Nicolai was admitted as a Partner in 1983, served as the Partner in Charge of the International Tax Practice from 1985 until 1994, and as Managing Partner of the San Francisco Office, one of Ernst & Young’s largest offices, between 1995 and 2000. Additionally, Mr. Nicolai also served as the Far East Area Managing Partner of Tax, participating as a leading member of Ernst & Young’s expanding global tax strategy, from 2001 until 2007. Between 2008 and 2009, Mr. Nicolai was the Area Managing Partner, responsible for the integration of the Far East Country Practice, which consisted of efficiently combining the operations, practices and services across countries in the Eastern Hemisphere. Until his departure from Ernst & Young in 2011, Mr. Nicolai served as a consultant for the Far East Area Practice. Mr. Nicolai also has significant experience working as a trustee, including his service on the University of San Francisco (USF) Board of Trustees from 2002 until 2011, and from 2012 until 2022, including as Chairman of the Board of Trustees from 2019 until 2022. Mr. Nicolai currently serves as a trustee emeritus on the Finance Committee and Investment Committee of USF since 2023, and has been a trustee for two private charitable foundations since 2011. Since 2016, Mr. Nicolai has worked as an independent director and trustee of JF Nicolai Consulting, which provides advisory services to family offices and private foundations. Mr. Nicolai holds a B.S. in Accounting from the University of San Francisco. We believe Mr. Nicolai is well qualified to serve as a director due to his expertise and understanding of the financial and tax service industry and his demonstrated experience in global management and operating efficiencies.

Ronald L. Olson has been a member of Andersen Group Inc.’s Board of Directors since July 2025. Mr. Olson is a named partner of the law firm of Munger, Tolles & Olson LLP. His practice has focused on corporate litigation, transactions and governance. He has served as a director of other public companies, including most recently as a director of Berkshire Hathaway from 1997 to May 2025. Mr. Olson is currently a trustee of Western Asset Trusts and a trustee of California Institute of Technology. In addition, he has been active in the legal profession and community organizations. Mr. Olson holds a B.S. in Business and Economics from Drake University, a J.D. from the University of Michigan where he served as assistant editor of the Michigan Law Review, and a Diploma of Law from the University of Oxford. We believe Mr. Olson is well qualified to serve as a director based on his demonstrated leadership in his field, his understanding of the professional services field, his expertise in legal issues and corporate governance matters and his board experience.

Family Relationships

There are no family relationships among any of our executive officers or directors.

Controlled Company Status

After completion of this offering and the reorganization transactions, Aggregator will hold   % of the combined voting power of our outstanding capital stock (or   % of the combined voting power of our outstanding capital stock if the underwriters exercise their over-allotment option in full). Aggregator will therefore have the ability to determine all matters requiring approval by our stockholders, including the election of our directors, amendment of our governing documents, and approval of certain major corporate transactions. Because Aggregator will control a majority of the voting power of our outstanding capital stock, Andersen Group Inc. will be a “controlled company” within the meaning of the NYSE corporate governance standards. Under these corporate governance standards, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, namely the requirements to have a majority of directors be independent, to have a compensation committee and to have an independent nominating function. Following this offering, we intend to have a majority of our board of directors be independent and to have an independent compensation committee in addition to an independent audit committee. While our compensation committee will be fully independent, certain actions typically taken by a compensation committee under the NYSE rules will instead be taken by the full board in reliance on the “controlled company” exemption, including that our full

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board of directors will determine and approve our CEO’s compensation, based on recommendations from our compensation committee. In addition, we do not intend to have a nominating committee. The typical functions of this committee will be addressed by our full board of directors. For as long as the “controlled company” exemption is available, our board of directors in the future may not consist of a majority of independent directors and may not have an independent nominating committee or compensation committee. As a result, you may not have the same protections afforded to stockholders of companies that are subject to all of the NYSE rules regarding corporate governance.

Board Composition

The business and affairs of Andersen Group Inc. are managed under the direction of our board of directors. Our board of directors currently consists of five members, and we expect it will consist of seven members prior to the completion of this offering. The number of directors will be fixed by our board of directors, subject to the terms of our amended and restated certificate of incorporation and amended and restated bylaws as each are in effect after this offering. Each of our current directors will continue to serve as a director until the election and qualification of his or her successor, or until his or her earlier death, resignation, or removal.

In accordance with the terms of our amended and restated certificate of incorporation and amended and restated bylaws that will be effective immediately prior to the completion of this offering, until the date on which Aggregator and its designees and affiliates cease to beneficially own 50% of the voting power of our common stock entitled to vote generally in the election of directors (the Triggering Event), our board of directors will consist of a single class of directors each of whom will be elected annually at the annual meeting of our stockholders. From and after the Triggering Event, our board of directors will be divided into three classes, Class I, Class II, and Class III, with members of each class serving staggered three-year terms.

At each annual meeting of stockholders to be held after the Triggering Event, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election and until their successors are duly elected and qualified. We expect that additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. This classification of the Board may have the effect of delaying or preventing changes in our control or management.

Director Independence

Andersen Group Inc.’s board of directors has undertaken a review of the independence of the directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning such director’s background, employment and affiliations, including family relationships, our board of directors determined that John Joyce, Robert Gunderson, John Nicolai and Ronald Olson are “independent directors” as defined under current rules and regulations of the SEC and the listing standards of the NYSE. In making these determinations, our Board considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances that our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director and the transactions involving them described in “Certain Relationships and Related Party Transactions.”

Lead Independent Director

Andersen Group Inc.’s board of directors has appointed Robert Gunderson to serve as our lead independent director. As our lead independent director, Mr. Gunderson will provide leadership to Andersen Group Inc.’s board of directors if circumstances arise in which the role of Chief Executive Officer and Chairman of our board of directors may be, or may be perceived to be, in conflict, and perform such additional duties as our board of directors may otherwise determine and delegate.

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Board Committees

Upon the completion of this offering, Andersen Group Inc.’s board of directors will have an audit committee, a compensation committee and a risk committee, each of which is expected to have the composition and responsibilities described below. From time to time, our board of directors may establish other committees to facilitate the management of our business.

Audit Committee

Even though we will be a controlled company, we are required to comply with the rules of the SEC and the NYSE relating to the membership, qualifications and operations of the audit committee, as discussed below, which require us to have an audit committee that is composed entirely of independent directors. Under these rules, we must have at least one independent director on our audit committee upon the listing of our Class A common stock, have a majority of independent directors on our audit committee within 90 days of the listing date and at least three directors, all of whom must be independent, on our audit committee within one year of the listing date. We expect to have two independent directors upon the listing of our Class A common stock on the NYSE who will qualify as independent for audit committee purposes. We will have one year from the listing date to comply with these audit committee independence requirements.

Our audit committee consists of John Joyce and John Nicolai, with Mr. Joyce serving as the chairperson, and each of whom our board of directors has determined meets the independence requirements for audit committee members under the listing standards of the NYSE and Rule 10A-3 of the Exchange Act, and the financial literacy requirements under the rules and regulations of the NYSE and the SEC. In addition, our board of directors has determined that Mr. Joyce is an audit committee “financial expert” as defined by Item 407(d) of Regulation S-K under the Securities Act. Our audit committee will, among other things:

• appoint and oversee the independent registered public accounting firm;

• review and resolve any disagreements arising between management and the independent registered public accounting firm;

• review and approve audit and any non-audit services provided by the independent registered public accounting firm;

• help oversee our internal controls and disclosure controls and procedures;

• review and oversee the internal audit function;

• develop procedures for employees to anonymously submit accounting or audit concerns;

• monitor compliance with our Code of Conduct; and

• review related party transactions.

Our audit committee will operate under a written charter that satisfies the applicable rules of the SEC and the listing standards of the NYSE.

Compensation Committee

Our compensation committee consists of John Nicolai, John Joyce, Robert Gunderson and Ronald Olson, with Mr. Nicolai serving as the chairperson, and each of whom our board of directors has determined meets the independence requirements for compensation committee members under the listing standards of the NYSE, and is a non-employee member of our board of directors as defined in Rule 16b-3 under the Exchange Act. Our compensation committee will, among other things:

• review and recommend to our board of directors executive officer compensatory arrangements;

• review and recommend to our board of directors the compensation of our directors;

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• review and make recommendations to our board of directors with respect to our employee benefit and equity incentive plans;

• review and establish general compensation and benefits policies, as well as our overall compensation philosophy; and

• retain compensation consultants and other advisors.

Our compensation committee will operate under a written charter.

Risk Committee

Our risk committee consists of Ronald Olson and Robert Gunderson, with Mr. Olson serving as the chairperson, and each of whom our board of directors has determined meets the requirements for independence under the listing standards of the NYSE. Our risk committee will, among other things:

• evaluate risks associated with our business operations and operating environment, including our internal risk management capabilities; and

• evaluate risks (including legal, compliance, regulatory, operational and reputational) associated with strategic acquisitions

Our risk committee will operate under a written charter that will require each member of the committee to be independent under the listing standards of the NYSE.

Code of Conduct

Concurrently with this offering, we intend to adopt a Code of Conduct applicable to all of our employees, executive officers, and directors. Following the completion of this offering, the Code of Conduct will be available on our website. We expect that any amendments to the Code of Conduct, or any waivers of its requirements for directors and officers, will be disclosed on our website as required by applicable law or the listing standards of the NYSE.

Compensation Committee Interlocks and Insider Participation

None of Andersen Group Inc.’s executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or compensation committee. None of the members of our compensation committee is an officer or employee of our company, nor have they ever been an officer or employee of our company.

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EXECUTIVE COMPENSATION

2024 Summary Compensation Table

The following table provides information regarding the compensation of our “principal executive officer” and our two other executive officers for our fiscal year ended December 31, 2024. We refer to these individuals as our “named executive officers.” Because we are a holding company formed for the purpose of this offering, our officers for 2024 were officers of MDM and MDI.

The principal positions listed in the table refer to the positions of our named executive officers as of December 31, 2024. All amounts set forth in this table were paid by MDM, MDI or their subsidiaries.

Name and Principal Position	Year		Salary ($)		Bonus ($)(1)		All Other Compensation ($)(2)		Total ($)
Mark Vorsatz  Chief Executive Officer		2024		3,295,000		—		6,292,544		9,587,544
Daniel DePaoli  Country Managing Director, North America		2024		1,500,000		—		2,110,655		3,610,655
Peter Coscia  East Regional Managing Director		2024		1,075,000		350,000		1,619,246		3,044,246

(1) Amount represents a discretionary bonus.

(2) We have historically operated in the form of limited partnerships and limited liability companies, and our named executive officers have received a significant portion of their compensation in the form of participation in the earnings of the respective entities in which they are members. The amounts in this column reflect distributions made to the named executive officers by such entities in respect of the year ended December 31, 2024. $556,895 of the amount received by Mr. Vorsatz in respect of 2024 is related to a royalty agreement. See the section titled “Certain Relationships and Related Party Transactions—Royalty Agreement” for additional information.

Narrative to Summary Compensation Table

Base Salary

Each of our named executive officers receives a base salary paid by Andersen Tax LLC, which is intended to provide a stable minimum level of income commensurate with the officer’s role, experience and duties. The salaries paid to our named executive officers in the year ended December 31, 2024 are included in the “Salary” column in the 2024 Summary Compensation Table above.

Discretionary Bonus

All our Managing Directors are eligible to receive discretionary bonuses in consideration of exceptional performance or for taking on additional projects. Bonuses are based on recommendations from office and regional managing directors and Messrs. Vorsatz and DePaoli and are approved by our board of directors. For 2024 Mr. Coscia was the only named executive officer to receive a discretionary bonus, which is included in the “Bonus” column of the 2024 Summary Compensation Table above and was awarded based on his performance and increased responsibilities.

Equity Compensation

Prior to this offering, we have operated in the form of partnerships and limited lability companies. Each of our named executive officers and member of our boards of directors have purchased units in certain of these entities. A significant portion of each officer and director’s compensation consists of participation in the earnings of the entities in which they are members. These amounts are included in the “All Other Compensation” column in the 2024 Summary Compensation Table above.

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Employee Benefits and Perquisites

Our named executive officers are eligible to participate in our health and welfare plans to the same extent as our full-time employees generally. We generally do not provide our named executive officers with perquisites or other personal benefits.

Retirement Benefits

Andersen Tax LLC sponsors a 401(k) plan, which is a U.S. tax-qualified retirement plan offered to all eligible employees, including our named executive officers, that permits eligible employees to elect to defer a portion of their compensation on a pre-tax basis. The 401(k) plan is an automatic contribution arrangement, pursuant to which (i) newly eligible employees are automatically enrolled in the 401(k) plan and deemed to have elected to defer 1% of such participant’s 401(k) plan compensation, unless they opt out of participation in the 401(k) plan, (ii) participants may elect to defer up to 40% of their 401(k) plan compensation, and (iii) matching contributions are made for each participant in the 401(k) plan equal to 25% of eligible contributions each pay period, not to exceed 6% of the participant’s 401(k) plan compensation. We do not maintain any defined benefit pension plans or any nonqualified deferred compensation plans.

Outstanding Equity Awards at 2024 Fiscal-Year End

Our named executive officers did not hold any outstanding equity awards as of December 31, 2024. Prior to this offering, our named executive officer’s equity compensation consisted of partnership interests which they purchased and which were fully vested as of December 31, 2024. For a description of vesting, transfer and minimum ownership requirements to be imposed in connection with this offering, see the section titled “Description of Capital Stock—Redemption, Transferability and Exchange.”

Employment Agreements

We have entered into offer letters with each of our named executive officers, which set forth their initial employment terms. In connection with this offering, we have entered into a restated offer letter with our Chief Executive Officer, Mark Vorsatz, which sets forth his employment terms as of consummation of this offering.

Director Compensation

2024 Director Compensation Table

Since Andersen Group Inc. is a holding company formed for the purpose of this offering, we did not have a board of directors in 2024. Each of MDM, MDI and Andersen Tax Holdings LLC have boards of directors that were responsible for the oversight of our business and operations in 2024. In 2024, all individuals who served on the boards of directors of these entities were also Managing Directors of such entities. As such, none of these individuals received separate compensation for their service on the board of directors for 2024. However, all directors are reimbursed for their reasonable out-of-pocket expenses related to their board service.

The following table sets forth information about the compensation of each person who served as a director of MDM or MDI during 2024, other than a director who also served as a named executive officer. These amounts reflect the compensation the directors earned as Managing Directors of MDM/MDI and employees of Andersen

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Tax LLC and consists of the same elements paid to our named executive officers as described in “Executive Compensation” above.

Name	Salary ($)		Bonus ($)(1)		All Other Compensation ($)(2)		Total ($)
Joseph Karczewski (Chair)		2,150,000		—		2,645,907		4,795,907
Frank Cassidy		925,000		—		1,307,444		2,232,444
Peter Crocco		1,000,000		100,000		1,178,610		2,278,610
Mary Duffy		680,769		—		997,651		1,678,420
Sid Luckenbach		799,615		—		1,322,545		2,122,160
Jeff Malo		630,769		100,000		793,036		1,523,805
Adam Steinberger		1,000,000		100,000		1,322,359		2,422,359
Chad Thiel		1,497,308		250,000		1,396,995		3,144,303

(1) Amount represents a discretionary bonus.

(2) We have historically operated in the form of limited partnerships and limited liability companies, and our directors have received a significant portion of their compensation in the form of participation in the earnings of the respective entities in which they are members. The amounts in the “All Other Compensation” column reflect distributions made to the directors by such entities in respect of the fiscal year ended December 31, 2024.

Non-Employee Director Compensation Policy

We intend to adopt a non-employee director compensation policy in connection with this offering and on terms to be determined at a later date by our board of directors. Under the non-employee director policy, our non-employee directors will be eligible to receive compensation for service on our board of directors and its committees. Our non-employee directors have each received an award of 2,500 profits interest units in connection with joining our board of directors.

Equity Incentive Plans

Andersen Director Phantom Unit Plan

Pursuant to the Andersen Director Phantom Unit Plan (Phantom Plan), director-level employees of Andersen Tax LLC with at least five years of service as a director are eligible to receive phantom units. Each phantom unit entitles the recipient to compensation determined by reference to the annual net income of Andersen Tax LLC for each year in which the unit is outstanding and which is paid over a five-year period. Subject to exceptions in the event of death, total disability and retirement after 25 years of service, the recipient of a phantom unit must remain employed by us in order to receive payments in respect of the recipient’s phantom units. The Phantom Plan is administered by the board of directors of Andersen Tax LLC, which selects participants in the Phantom Plan, the number of phantom units granted to each participant and makes all other decisions related to the operation of the Phantom Plan. The Phantom Plan may be amended or terminated by our board of directors at any time. Any such amendment or termination will not materially and adversely affect outstanding awards without the recipient’s consent.

2025 Equity Incentive Plan

Andersen Group Inc.’s board of directors intends to adopt the Andersen Group Inc. 2025 Equity Incentive Plan (the 2025 Equity Incentive Plan) prior to this offering, and it will be submitted to our sole stockholder for approval. The material terms of the 2025 Equity Incentive Plan are summarized below. This summary, however, is not intended to be a complete description of the 2025 Equity Incentive Plan and is qualified in its entirety by reference to the complete text of the 2025 Equity Incentive Plan, which is filed as an exhibit to the registration statement of which this prospectus is a part. To the extent there is a conflict between the terms of this summary and the 2025 Equity Incentive Plan, the terms of the 2025 Equity Incentive Plan will control.

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Types of Awards. The 2025 Equity Incentive Plan provides for the grant of nonstatutory stock options (NSOs), stock appreciation rights (SARs), restricted shares, restricted stock units (RSUs) and other equity-based awards, or collectively, awards.

Administration. The 2025 Equity Incentive Plan will be administered by the board of directors or by one or more committees to which the board of directors delegates such administration (as applicable, the 2025 Plan Administrator). Subject to the terms of the 2025 Equity Incentive Plan, the 2025 Plan Administrator will have the complete discretion to determine the eligible individuals who are to receive awards under the plan, to determine the terms and conditions of awards granted under the 2025 Equity Incentive Plan and to make all decisions related to the 2025 Equity Incentive Plan and awards granted thereunder.

Share Reserve. The number of shares of our Class A common stock that may be issued under the 2025 Equity Incentive Plan is equal to the sum of (x)     shares, plus (y) the annual increase in shares described below. This includes     restricted share units that we intend to grant to non-Managing Director employees of Andersen and its subsidiaries in connection with this offering.

On the first day of each January during the term of the 2025 Equity Incentive Plan, beginning on January 1, 2026 and ending on (and including) January 1, 2035, the number of shares of Class A common stock that may be issued under the 2025 Equity Incentive Plan will increase by a number of shares equal to the lesser of (a)  % of the outstanding shares of all classes of common stock on the last day of the immediately preceding fiscal year or (b) such lesser number of shares (including zero) that the 2025 Plan Administrator determines for purposes of the annual increase for that fiscal year.

If options, stock appreciation rights, restricted stock units or any other awards are forfeited, cancelled or expire, the shares subject to such awards will remain or again be available for issuance under the 2025 Equity Incentive Plan. If stock appreciation rights are exercised or restricted stock units are settled, only the number of shares actually issued upon exercise or settlement of such awards will reduce the number of shares available under the 2025 Equity Incentive Plan. If restricted shares or shares issued upon exercise of an option are reacquired by us pursuant to a forfeiture provision, repurchase right or for any other reason, then such shares will remain or again be available for issuance under the 2025 Equity Incentive Plan. Shares applied to pay the exercise price of an option or satisfy withholding taxes related to any award will again become available for issuance under the 2025 Equity Incentive Plan. To the extent an award is settled in cash, the cash settlement will not reduce the number of shares available for issuance under the 2025 Equity Incentive Plan.

Shares issued under the 2025 Equity Incentive Plan may be authorized but unissued shares or treasury shares.

Eligibility. Employees (including officers and managing directors), partners, non-employee directors and consultants who render services to Andersen or a parent, subsidiary or affiliate thereof (whether now existing or subsequently established) are eligible to receive awards under the 2025 Equity Incentive Plan.

International Participation. The 2025 Plan Administrator has the authority to implement sub-plans (or otherwise modify applicable grant terms) for purposes of satisfying applicable foreign laws, conforming to applicable market practices or for qualifying for favorable tax treatment under applicable foreign laws, and the terms and conditions applicable to awards granted under any such sub-plan or modified award may differ from the terms of the 2025 Equity Incentive Plan. Any shares issued in satisfaction of awards granted under a sub-plan will come from the 2025 Equity Incentive Plan share reserve.

Repricing. The 2025 Plan Administrator has full authority to reprice (reduce the exercise price of) options and stock appreciation rights or to approve programs in which options and stock appreciation rights are exchanged for cash or other equity awards on terms the 2025 Plan Administrator determines.

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Stock Options. A stock option is the right to purchase a certain number of shares of stock at a fixed exercise price which, pursuant to the 2025 Equity Incentive Plan, shall be determined by the 2025 Plan Administrator in its sole discretion. To the extent necessary to avoid adverse tax consequences pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (the Code), the exercise price of an option may not be less than 100% of the fair market value of our Common Stock on the date of grant. Subject to limited exceptions, an option may have a term of up to 10 years and will generally expire sooner if the optionee’s service terminates. Options will vest at the rate determined by the 2025 Plan Administrator. An optionee may pay the exercise price of an option in cash, or, with the administrator’s consent, with shares of Class A common stock the optionee already owns, with proceeds from an immediate sale of the option shares through a broker approved by us, through a net exercise procedure or by any other method permitted by applicable law.

Stock Appreciation Rights (SAR). A stock appreciation right provides the recipient with the right to the appreciation in a specified number of shares of stock. The 2025 Plan Administrator determines the exercise price of stock appreciation rights granted under the 2025 Equity Incentive Plan, which shall be determined by the 2025 Plan Administrator in its sole discretion. To the extent necessary to avoid adverse tax consequences pursuant to Section 409A of the Code, the exercise price of a stock appreciation right may not be less than 100% of the fair market value of Class A common stock on the date of grant. Subject to limited exceptions, a stock appreciation right may have a term of up to 10 years and will generally expire sooner if the recipient’s service terminates. SARs will vest at the rate determined by the 2025 Plan Administrator. Upon exercise of a SAR, the recipient will receive an amount in cash, stock, or a combination of stock and cash determined by the 2025 Plan Administrator, equal to the excess of the fair market value of the shares being exercised over their exercise price.

Restricted Stock Awards. Shares of restricted stock may be issued under the 2025 Equity Incentive Plan for such consideration as the 2025 Plan Administrator may determine, including cash, services rendered or to be rendered to Andersen, promissory notes or such other forms of consideration permitted under applicable law. Restricted shares may be subject to vesting, as determined by the 2025 Plan Administrator. Recipients of restricted shares generally have all of the rights of a stockholder with respect to those shares, including voting rights, however any dividends and other distributions on restricted shares will generally be subject to the same restrictions and conditions as the underlying shares.

Restricted Stock Units (RSU). A restricted stock unit is a right to receive a share, at no cost to the recipient, upon satisfaction of certain conditions, including vesting conditions, established by the 2025 Plan Administrator. RSUs vest at the rate determined by the 2025 Plan Administrator and any unvested RSUs will generally be forfeited upon termination of the recipient’s service. Settlement of restricted stock units may be made in the form of cash, Class A Common Stock or a combination of cash and Class A Common Stock, as determined by the 2025 Plan Administrator. Recipients of restricted stock units generally will have no voting or dividend rights prior to the time the vesting conditions are satisfied and the award is settled. At the 2025 Plan Administrator’s discretion and as set forth in the applicable restricted stock unit agreement, restricted stock units may provide for the right to dividend equivalents which will generally be subject to the same conditions and restrictions as the restricted stock units to which they pertain.

Other Awards. The 2025 Plan Administrator may grant other awards based in whole or in part by reference to our Class A Common Stock and may grant awards under other plans and programs that will be settled with shares issued under the 2025 Equity Incentive Plan. The 2025 Plan Administrator will determine the terms and conditions of any such awards.

Changes to Capital Structure. In the event of certain changes in capitalization, including a stock split, reverse stock split or stock dividend, proportionate adjustments will be made in the number and kind of shares available for issuance under the 2025 Equity Incentive Plan, the number and kind of shares subject to each outstanding award and/or the exercise price of each outstanding award.

Corporate Transactions. If Andersen is party to a merger, consolidation, reorganization or certain change in control transactions, each outstanding award will be treated as described in the definitive transaction agreement

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or as the 2025 Plan Administrator determines, which may include the continuation, assumption or substitution of an outstanding award, the cancellation of an outstanding award after an opportunity to exercise or the cancellation of an outstanding award in exchange for a payment equal to the value of the shares subject to such award less any applicable exercise price. In general, if an award held by a participant who remains in service at the effective time of a change in control transaction is not continued, assumed or substituted, then the award will vest in full.

Change of Control. The 2025 Plan Administrator may provide, in an individual award agreement or in any other written agreement with a participant that the award will be subject to acceleration of vesting and exercisability in the event of a change of control or in connection with a termination of employment in connection with or following a change in control.

Transferability of Awards. Unless the 2025 Plan Administrator determines otherwise, an award generally will not be transferable other than by beneficiary designation, a will or the laws of descent and distribution. The 2025 Plan Administrator may permit transfer of an award in a manner consistent with applicable law.

Amendment and Termination. The 2025 Plan Administrator may amend or terminate the 2025 Equity Incentive Plan at any time. Any such amendment or termination will not affect outstanding awards. If not sooner terminated, the 2025 Equity Incentive Plan will terminate automatically in 2035, 10 years after its adoption by the board of directors. Shareholder approval is not required for any amendment of the 2025 Equity Incentive Plan, unless required by applicable law or exchange listing standards.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Other than compensation arrangements for Andersen Group Inc.’s directors and executive officers, which are disclosed elsewhere in this prospectus, the following is a summary of transactions since January 1, 2022 or currently proposed, to which we have been or will be a participant, in which the amount involved exceeded or will exceed $120,000, and in which any of our then directors, executive officers, or holders of more than 5% of any class of our capital stock at the time of such transaction, or any members of their immediate family, had or will have a direct or indirect material interest.

Employee Relationship to Director

The son of Joseph Karczewski, our director, is employed by Andersen Tax LLC in a non-executive officer position and received total compensation for the fiscal years ended December 31, 2024 and 2023 of $147,428 and $122,108, respectively. He has also been provided with all the same wellness benefits as all Andersen Tax LLC employees in the company. His compensation was established by Andersen Tax LLC in accordance with its compensation practices applicable to employees with comparable qualifications and responsibilities and holding similar positions and without the involvement of Joseph Karczewski.

Royalty Agreement

On October 1, 2021, Andersen Tax Holdings LLC adopted the Mark Vorsatz LT Incentive Plan (the MLV Incentive Plan), awarding the company’s CEO, Mark L. Vorsatz, with certain long-term incentives. On June 1, 2023, the MLV Incentive Plan was replaced with a profits interest providing Mr. Vorsatz with a percentage of the license fee income received by Andersen Tax LLC or an affiliate from the following trademarks (the Royalty Agreement): “Andersen,” “Arthur Andersen,” “Andersen Global,” “Andersen Tax,” “Andersen Tax & Legal,” “Andersen Legal,” the door logo and “Andersen Consulting.” The Andersen Tax Holdings LLC profits interests were granted to Name Management LLC, an entity managed by MD Management LLC and in which Mr. Vorsatz and trusts affiliated with Mr. Vorsatz hold Class B profits interests. Such Andersen Tax Holdings LLC profits interests distributed the following income to such Class B holders (the Class B Annual Incentive Income): (A) 100% of the first $284,101.06 of Andersen license fee income, including Andersen Consulting license fee income, collected starting on June 1, 2023 (which represented a catch-up payment for certain unpaid amount plus a new 20% license fee) and (B) 20% of the combined Andersen and Andersen Consulting license fee income collected through 2048 less reasonable expenses. In each of fiscal years ended December 31, 2024 and 2023, Andersen Tax Holdings LLC paid $556,895 and $534,226, respectively, to Name Management LLC as Class B Annual Incentive Income. In March 2025, the Royalty Agreement was terminated.

Employee Investment Funds

Certain current and former Managing Directors are provided the opportunity to invest their own capital in private investments funds (Employee Funds). Messrs. DePaoli, Karczewski, and Vorsatz are the managers (the Managers) of the Employee Funds and collectively are the committee (the Investment Committee) responsible for sourcing and making investments on behalf of the Employee Funds, which include direct equity investments or investments in other private funds. Investments made by the Employee Funds may include investments in private funds sponsored by current clients of Andersen. Investing in the Employee Funds is available to our current and former Managing Directors whom we have determined to have a status that reasonably permits the Employee Funds to offer them these types of investments in compliance with applicable laws. The Managers do not receive any compensation for serving on the Investment Committee and managing the Employee Funds. The amounts invested in the Employee Fund by our directors and executive officers (and their family members and investment vehicles) was $108,000 for Mr. Vorsatz for the year ended December 31, 2022; $131,961 for Mr. Cassidy, $140,948 for Mr. Coscia, $140,948 for Mr. Crocco, and $239,941 for Mr. Vorsatz for the year ended December 31, 2023; and $190,674 for Mr. Vorsatz for the year ended December 31, 2024. No amounts were received by our executive officers and directors for the years ended December 31, 2022, 2023, and 2024.

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Andersen Tax LLC from time to time advanced money to the Employee Funds to facilitate funding capital calls payable by Managing Directors. Interest was charged at the prime rate, and such advances were typically for a term of 30 to 60 days. As of December 31, 2024, no amounts were owed to Andersen Tax LLC under such arrangements. In connection with this offering, Andersen Tax LLC will cease providing such advances for the funding of capital calls. Accounting and administration for the Employee Funds is handled by Andersen Tax LLC under an hourly fee arrangement.

Amended and Restated Limited Liability Company Agreement of AT Umbrella LLC

As described under the section titled “Organizational structure—Amended and Restated Limited Liability Company Agreement of AT Umbrella LLC,” in connection with the reorganization transactions, we, AT Umbrella LLC, and Aggregator will enter into the AT Umbrella Amended and Restated Limited Liability Company Agreement. Following the reorganization transactions, and in accordance with the terms of the AT Umbrella Amended and Restated Limited Liability Company Agreement, Andersen Group Inc. will operate our business through AT Umbrella LLC. Pursuant to the terms of the AT Umbrella Amended and Restated Limited Liability Company Agreement, so long as Aggregator continues to own any Class X Umbrella Units or securities redeemable or exchangeable into shares of our Class A common stock, Andersen Group Inc. will not, without the prior written consent of such holders, engage in any business activity other than the management and ownership of AT Umbrella LLC or own any assets other than securities of AT Umbrella LLC and/or any cash or other property or assets distributed by or otherwise received from AT Umbrella LLC, unless we determine in good faith that such actions or ownership are in the best interest of AT Umbrella LLC.

As the sole managing member of AT Umbrella LLC, Andersen Group Inc. will have control over all of the affairs and decision making of AT Umbrella LLC. As such, through our officers and directors, we will be responsible for all operational and administrative decisions of AT Umbrella LLC and the day-to-day management of AT Umbrella LLC’s business. We will fund any dividends to our stockholders by causing AT Umbrella LLC to make distributions to Aggregator and us. See the section titled “Dividend Policy.”

The holders of Class X Umbrella Units and LTIP Units will generally incur U.S. federal, state and local income taxes on their proportionate share of any net taxable income of AT Umbrella LLC. The AT Umbrella Amended and Restated Limited Liability Company Agreement will provide for cash distributions to the holders of economic interests in AT Umbrella (including holders of Class X Umbrella Units, LTIP Units, the CA Notes and the HO Note) for purposes of funding their (or in the case of Aggregator, its members’) tax obligations in respect of the taxable income of AT Umbrella LLC that is allocated to them. Generally, these tax distributions will be computed based on AT Umbrella LLC’s estimate of the net taxable income of AT Umbrella LLC allocable to each member multiplied by an assumed tax rate equal to the highest marginal tax rate for a natural person resident in the state of the United States that has the highest individual income tax rates. Tax distributions made in respect of Class X Umbrella Units (but not LTIP Units) will generally be made pro rata in respect of such Units, as described in the AT Umbrella Amended and Restated Limited Liability Company Agreement. Non pro-rata tax distributions may be paid to holders of LTIP Units.

Except as otherwise determined by Andersen Group Inc., if at any time we issue a share of our Class A common stock, the net proceeds received by us with respect to such share, if any, shall be concurrently invested in AT Umbrella LLC and AT Umbrella LLC shall issue to us one Class X Umbrella Unit (unless such share was issued by us solely to fund the purchase of a Class X Umbrella Unit from a holder of Class X Umbrella Units (upon an election by us to exchange such Class X Umbrella Unit in lieu of redemption following a redemption request by such holder of Class X Umbrella Units in which case such net proceeds shall instead be transferred to the selling holder of Class X Umbrella Units as consideration for such purchase, and AT Umbrella LLC will not issue an additional Class X Umbrella Unit to us)). Similarly, except as otherwise determined by Andersen Group Inc., (i) AT Umbrella LLC will not issue any additional Class X Umbrella Units to us unless we issue or sell an equal number of shares of our Class A common stock and (ii) should AT Umbrella LLC issue any additional Class X Umbrella Units to Aggregator or any other person approved by Aggregator, we will issue an equal number of shares of our

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non-economic Class B common stock to Aggregator or such other person. Conversely, if at any time any shares of our Class A common stock are redeemed, purchased or otherwise acquired, AT Umbrella LLC will redeem, purchase or otherwise acquire an equal number of Class X Umbrella Units held by us, upon the same terms and for the same price per security, as the shares of our Class A common stock are redeemed, purchased or otherwise acquired. In addition, AT Umbrella LLC will not effect any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the Class X Umbrella Units unless it is accompanied by substantively identical subdivision or combination, as applicable, of each class of our common stock, and we will not effect any subdivision or combination of any class of our common stock unless it is accompanied by a substantively identical subdivision or combination, as applicable, of the Class X Umbrella Units.

Under the AT Umbrella Amended and Restated Limited Liability Company Agreement, Aggregator and its members will have the right, from and after the completion of this offering (subject to the terms of the AT Umbrella Amended and Restated Limited Liability Company Agreement and the Aggregator Limited Liability Company Agreement), to require AT Umbrella LLC to redeem all or a portion of their Class X Umbrella Units for, at Andersen Group Inc.’s election, newly issued shares of Class A common stock on a one-for-one basis or a cash payment equal to the volume-weighted average market price of one share of our Class A common stock for each Class X Umbrella Unit redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications). If we decide to make a cash payment, the holder of a Class X Umbrella Unit has the option to rescind its redemption request within a specified time period. Upon the exercise of the redemption right, the redeeming member will surrender its Class X Umbrella Units to AT Umbrella LLC for cancellation. The AT Umbrella Amended and Restated Limited Liability Company Agreement requires that we contribute cash or shares of our Class A common stock to AT Umbrella LLC in exchange for an amount of newly issued Class X Umbrella Units in AT Umbrella LLC that will be issued to us equal to the number of Class X Umbrella Units redeemed from the holders of Class X Umbrella Units. AT Umbrella LLC will then distribute the cash or shares of our Class A common stock to such holder of a Class X Umbrella Unit to complete the redemption. In the event of a redemption request by a holder of a Class X Umbrella Unit, we may, at Andersen Group Inc.’s option, effect a direct exchange of cash or Class A common stock for Class X Umbrella Units in lieu of such a redemption. Whether by redemption or exchange, we are obligated to ensure that at all times the number of Class X Umbrella Units that we or our wholly owned subsidiaries own equals the number of shares of Class A common stock issued by us (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities). Shares of non-economic Class B common stock will be cancelled on a one-for-one basis if we, following a redemption request of a holder of a Class X Umbrella Unit, redeem or exchange Class X Umbrella Units of such holder of a Class X Umbrella Unit pursuant to the terms of the AT Umbrella Amended and Restated Limited Liability Company Agreement.

The AT Umbrella Amended and Restated Limited Liability Company Agreement provides that, in the event that a tender offer, share exchange offer, issuer bid, take-over bid, recapitalization or similar transaction with respect to our Class A common stock is proposed by us or our stockholders and approved by our board of directors or is otherwise consented to or approved by our board of directors, the holders of Class X Umbrella Units and the members of Aggregator who hold Class X Aggregator Units exchangeable for Class X Umbrella Units will be permitted to participate in such offer by delivery of a notice of redemption or exchange that is effective immediately prior to the consummation of such offer. In the case of any such offer proposed by us, we are obligated to use our reasonable efforts to enable and permit the holders of Class X Umbrella Units to participate in such offer to the same extent or on an economically equivalent basis as the holders of shares of our Class A common stock without discrimination. In addition, we are obligated to use our reasonable efforts to ensure that the holders of Class X Umbrella Units may participate in each such offer without being required to redeem or exchange Class X Umbrella Units.

Subject to certain exceptions, AT Umbrella LLC will indemnify all of its members and their officers and other related parties, against all losses or expenses arising from claims or other legal proceedings in which such person (in its capacity as such) may be involved or become subject to in connection with AT Umbrella LLC’s business or affairs or the AT Umbrella Amended and Restated Limited Liability Company Agreement or any related document.

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AT Umbrella LLC may be dissolved (i) 45 days after the sale or other disposition of all or substantially all of the assets of AT Umbrella LLC, (ii) upon the determination by us to dissolve AT Umbrella LLC, (iii) upon any event which would cause the dissolution of AT Umbrella LLC under the Delaware Limited Liability Company Act or (iv) at any time AT Umbrella LLC has no members, unless AT Umbrella LLC is continued in accordance with the Delaware Limited Liability Company Act. Upon dissolution, AT Umbrella LLC will be liquidated and the proceeds from any liquidation will be applied and distributed in the following manner: (a) first, to creditors (including creditors who are members or affiliates of members) in satisfaction of all of AT Umbrella LLC’s liabilities (whether by payment or by making reasonable provision for payment of such liabilities, including the setting up of any reasonably necessary reserves) and (b) second, to the members in proportion to respective interests.

Tax Receivable Agreement

As described under the section titled “Organizational Structure—Tax Receivable Agreement,” Andersen Group Inc. intends to enter into the Tax Receivable Agreement with Aggregator that will provide for the payment by us to certain holders of Class X Umbrella Units who are or may become parties to the Tax Receivable Agreement from time to time of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that we actually realize as a result of (i) any increase in tax basis in AT Umbrella LLC’s assets resulting from (a) future taxable redemptions or exchanges by Aggregator, or its permitted transferees in connection with the redemption, of Class X Umbrella Units for, at our election, shares of our Class A common stock or cash or (b) payments under the Tax Receivable Agreement and (ii) tax benefits related to imputed interest resulting from payments made under the Tax Receivable Agreement. The payment obligations under the Tax Receivable Agreement are our obligations and not obligations of AT Umbrella LLC. Our obligations under the Tax Receivable Agreement will also apply with respect to any person who becomes a party to the Tax Receivable Agreement. See the section titled “Risk Factors—Risks Relating to Our Organizational Structure—The Tax Receivable Agreement with the TRA Parties requires us to make cash payments to them in respect of certain tax benefits to which we may become entitled, and we expect that the payments we will be required to make will be substantial.”

Promissory Notes from AT Umbrella LLC to Aggregator

As described under the sections titled “Organizational Structure—Retiring and Retired Member Class H Aggregator Units” and “Organizational Structure—Capital Account Installment Notes,” in connection with the reorganization transactions, AT Umbrella LLC will issue two promissory notes to Aggregator.

Specifically, AT Umbrella LLC will issue to Aggregator a promissory note in a principal amount of $     with repayment over an eight-year period relating to a portion of the payments made to Aggregator on account of Class H Aggregator Units. Aggregator will issue Class H Aggregator Units entitled to, subject to certain terms and conditions, certain cash distributions over a period of up to seven years totaling an aggregate payment of $     , on account of their interests under the current Management Holdco limited liability company agreements relating to payment of certain post-service obligations to certain retiring and retired Managing Directors to Aggregator.

In addition, also in connection with the reorganization of the Management Holdcos, each of the Management Holdcos will issue to each of their members a promissory note in a principal amount equal to such member’s capital account balance in respect of such Management Holdco as of     , with repayment over a seven-year period for notes with a principal balance of at least $550,000 either a three- or seven-year period for notes with a principal balance of less than $550,000 and a period of between one to   years for notes issued to certain retiring and retired Managing Director members of the Management Holdcos (the Member Notes). After the reorganization, the Member Notes will become a liability of Aggregator. AT Umbrella LLC will issue a corresponding note to Aggregator with a principal amount equal to the sum of the principal amounts of the Member Notes, to be paid over the same seven-year period. The aggregate principal amount of the Member Notes and the CA Notes are subject to a true-up mechanism following the issuance of these notes to reflect the

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final calculation of the amount of the capital account balances, which must be determined on or before December 31, 2025. As a result, the principal amount of the Member Notes and the CA Notes could increase or decrease to reflect the aggregate amount of the true-up adjustments.

Indemnification Agreements

As permitted by the DGCL, Andersen Group Inc.’s amended and restated certificate of incorporation and amended and restated bylaws, as each will be in effect immediately prior to the completion of this offering, contain provisions relating to the limitation of liability and indemnification of directors and officers. Our amended and restated certificate of incorporation and amended and restated bylaws that will be in effect immediately prior to the completion of this offering will also provide our board of directors with discretion to indemnify our employees and other agents when determined appropriate by the board of directors. In addition, we have entered into an indemnification agreement with each of our directors and executive officers, which requires us to indemnify them in certain circumstances. For more information regarding these agreements, see the section titled “—Limitations on Liability and Indemnification of Directors and Officers.”

Limitations on Liability and Indemnification of Directors and Officers

Andersen Group Inc.’s amended and restated certificate of incorporation will contain provisions that limit the liability of our current and former directors for monetary damages to the fullest extent permitted by Delaware law. The amended and restated certificate of incorporation will provide that our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duty as a director, except for liability:

• for any breach of the director’s duty of loyalty to us or our stockholders;

• for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

• in respect of unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or

• for any transaction from which the director derives any improper personal benefit.

Such limitation of liability does not apply to liabilities arising under federal securities laws and does not affect the availability of equitable remedies such as injunctive relief or rescission.

Our amended and restated bylaws will provide that we are required to indemnify our officers and directors to the fullest extent permitted by Delaware law. Our amended and restated bylaws will also provide that, on satisfaction of certain conditions, we will advance the expenses incurred by a director or officer in advance of the final disposition of an action or proceeding, and permit us to secure insurance on behalf of any director, officer, employee, or agent for any liability, whether or not Delaware law would otherwise permit indemnification.

We have entered into, and expect to continue to enter into, indemnification agreements with each of our directors and executive officers and certain other key employees. With certain exceptions, these agreements will provide for indemnification for related expenses including attorneys’ fees, settlement amounts, and judgments, fines or penalties (unless levied against such individual for such individuals’ violations of law) incurred by any of these individuals in connection with any action, proceeding, or investigation. We believe that these provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. We also currently carry and intend to continue to carry liability insurance for our directors and officers.

The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and our amended and restated bylaws may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation

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against our directors and officers, even though an action, if successful, might benefit us and other stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions. At present, there is no pending litigation or proceeding involving any of our directors, officers, or employees for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted for directors, executive officers, or persons controlling us, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Related Person Transaction Policy

Concurrently with this offering, we intend to adopt a formal written policy governing transactions with related parties, which will set forth our procedures for the identification, review, consideration, and approval or ratification of related person transactions. The new policy will become effective immediately upon the execution of the underwriting agreement for this offering. For purposes of our policy only, a related person transaction is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we are, were or will be a participant, in which the amount involved exceeds $120,000, and in which a related person had, has or will have a direct or indirect material interest. Transactions involving compensation for services provided by an executive officer or a director to us are not covered by this policy. A related person is any executive officer, director or beneficial owner of more than 5% of any class of our voting securities, including any of their immediate family members and any entity owned or controlled by such persons.

Under the policy, if a transaction has been identified as a related person transaction, including any transaction that was not a related person transaction when originally consummated or any transaction that was not initially identified as a related person transaction prior to consummation, our management must present information regarding the related person transaction to our audit committee, or, if audit committee approval would be inappropriate, to another independent body of our board of directors, for review, consideration, and approval or ratification. The presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related persons, the benefits to us of the transaction and whether the transaction is on terms that are comparable to the terms available to or from, as the case may be, an unrelated third party or to or from employees generally. Under the policy, we will collect information that we deem reasonably necessary from each director, executive officer and, to the extent feasible, significant stockholder to enable us to identify any existing or potential related person transactions and to effectuate the terms of the policy.

In addition, under our Code of Business Conduct, which we intend to amend concurrently with this offering, our employees and directors have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest.

In considering related person transactions, our audit committee, or other independent body of our board of directors, will take into account the relevant available facts and circumstances including, but not limited to:

• the risks, costs and benefits to us;

• the impact on a director’s independence in the event that the related person is a director, immediate family member of a director or an entity with which a director is affiliated;

• the availability of other sources for comparable services or products; and

• the terms available to or from, as the case may be, unrelated third parties or to or from employees generally.

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The policy requires that, in determining whether to approve, ratify or reject a related person transaction, our audit committee, or other independent body of our board of directors, must consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, our best interests and those of our stockholders, as our audit committee, or other independent body of our board of directors, determines in the good faith exercise of its discretion.

All of the transactions described above were entered into prior to the adoption of the written policy, but all were approved by our board of directors considering similar factors to those described above.

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PRINCIPAL STOCKHOLDERS

The following table sets forth the beneficial ownership of Andersen Group Inc.’s capital stock as of    , 2025, and as adjusted to reflect the sale of Class A common stock offered by us in this offering, for:

• each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our Class A common stock;

• each of our named executive officers;

• each of our directors; and

• all of our executive officers and directors as a group.

We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. The information contained in the following table is not necessarily indicative of beneficial ownership for any other purpose, and the inclusion of any shares in the table does not constitute an admission of beneficial ownership of those shares. Unless otherwise indicated by the footnotes below, we believe, based on the information furnished to us, that the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

The numbers of shares of common stock beneficially owned, percentages of beneficial ownership and percentages of combined voting power before this offering that are set forth below are based on the number of shares of Class A and Class B common stock to be issued and outstanding prior to this offering after giving effect to the reorganization transactions. See the section titled “Organizational Structure.” The numbers of shares of common stock beneficially owned, percentages of beneficial ownership and percentages of combined voting power after this offering that are set forth below are based on the number of shares of Class A and Class B common stock to be issued and outstanding immediately after this offering (based on the midpoint of the price range set forth on the cover page of this prospectus).

In connection with this offering, Andersen Group Inc. will issue to Aggregator one share of Class B common stock for each Class X Umbrella Unit that Aggregator beneficially owns immediately prior to the completion of this offering. Shares of Class B common stock will be cancelled on a one-for-one basis if we, at the election of Aggregator or its members, redeem or exchange Class X Umbrella Unit of Aggregator, or its permitted transferees in connection with the redemption, pursuant to the terms of the Amended and Restated Limited Liability Company Agreement of AT Umbrella. See the section titled “Certain Relationships and Related Party Transactions—Amended and Restated Limited Liability Company Agreement of AT Umbrella LLC.” As a result, the number of shares of Class B common stock listed in the table below correlates to the number of Class X Umbrella Unit that Aggregator will beneficially own immediately after this offering.

In accordance with the rules of the SEC, beneficial ownership includes voting or investment power with respect to securities and includes the shares issuable pursuant to stock options which are subject to vesting and settlement conditions expected to occur within 60 days of    , 2025. The number of shares of Class A common stock outstanding after this offering includes    shares of common stock being offered for sale by us in this offering.

Except as otherwise noted below, the address for persons listed in the table is c/o Andersen Group Inc., 333 Bush Street, Suite 1700, San Francisco, California 94104. To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock.

The tables below do not reflect any shares of our Class A common stock that our directors, executive officers or members of Aggregator may purchase in this offering, or that our non-employee directors may purchase through the directed share program.

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The following table assumes the underwriters’ over-allotment option is not exercised.

	Class A Common Stock Owned(1)				Class B Common Stock Owned(2)				Combined Voting Power(3)
	Before This Offering		After This Offering		Before This Offering		After This Offering		Before This Offering	After This Offering
Name of Beneficial Owner	Number	Percent	Number	Percent	Number	Percent	Number	Percent	Number	Percent
Directors and Named Executive Officers
Mark Vorsatz
Daniel DePaoli
Robert V. Gunderson, Jr.
John R. Joyce
Joseph Karczewski
John F. Nicolai
Ronald L. Olson
Dorice Pepin
All directors and executive officers as a group ( persons)
Other 5% or Greater Stockholders
Andersen Aggregator LLC

* Less than 1%

(1) On a fully exchanged and converted basis. Subject to the terms of the AT Umbrella Amended and Restated Limited Liability Company Agreement, Class X Umbrella Units are redeemable or exchangeable for shares of our Class A common stock on a one-for-one basis. Beneficial ownership of shares of our Class A common stock reflected in this table does not include beneficial ownership of shares of our Class A common stock for which such Class X Umbrella Units may be redeemed or exchanged.

(2) On a fully exchanged and converted basis. Aggregator holds all of the issued and outstanding shares of our Class B common stock. Each holder of our Class B common stock will be entitled to 10 votes per share of Class B common stock on all matters submitted to a vote of our stockholders. See the section titled “Description of Capital Stock—Common Stock.”

(3) Represents percentage of voting power of the Class A common stock and Class B common stock held by such person voting together as a single class. See the section titled “Description of Capital stock—Common Stock.”

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DESCRIPTION OF CAPITAL STOCK

The following is a summary of Andersen Group Inc.’s capital stock, certain provisions of its amended and restated certificate of incorporation and amended and restated bylaws, as each will be in effect upon the completion of this offering, and relevant provisions of Delaware law. Because it is only a summary, it does not contain all the information that may be important to you. These descriptions are qualified in their entirety by our amended and restated certificate of incorporation and our amended and restated bylaws, which are each filed as exhibits to our registration statement of which this prospectus is a part, as well as the relevant provisions of Delaware General Corporate Law.

General

Immediately prior to the completion of this offering, our amended and restated certificate of incorporation will provide for two series of common stock. In addition, our amended and restated certificate of incorporation will authorize shares of undesignated preferred stock, the rights, preferences, and privileges of which may be designated from time to time by our board of directors.

Immediately prior to the completion of this offering, our authorized capital stock will consist of    shares, all with a par value of $0.0001 per share, of which:

•    shares are designated as a series named Class A common stock;

•    shares are designated as a series named non-economic Class B common stock; and

•    shares are designated as preferred stock.

Common Stock

Upon completion of this offering, we will have two series of authorized common stock: Class A common stock and non-economic Class B common stock.

Dividend Rights

Subject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our Class A common stock are entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and only then at the times and in the amounts that our board of directors may determine. Holders of our non-economic Class B common stock are not entitled to participate in any cash dividends declared by our board of directors. See the section titled “Dividend Policy” for more information.

Voting Rights

Each share of our Class A common stock is entitled to one vote per share, and each share of our Class B common stock is entitled to ten votes per share, except that each holder of our Class B common stock will be entitled to one vote per share automatically from and after the Triggering Event. As a result, on the date on which Aggregator and its designees and affiliates cease to beneficially own 50% of the voting power of our common stock entitled to vote generally on the election of directors, we will cease to have high- and low-vote common stock. The holders of our Class A and Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders, unless otherwise required by Delaware law or our amended and restated certificate of incorporation.

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Right to Receive Liquidation Distributions

Upon our dissolution, liquidation or winding-up, the assets legally available for distribution to our stockholders are distributable ratably among the holders of our Class A common stock, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights and payment of liquidation preferences, if any, on any outstanding shares of preferred stock. Holders of our Class B common stock do not have any right to receive a distribution upon our dissolution, liquidation or winding-up.

No Preemptive or Similar Rights

Our shares of Class A common stock are not entitled to preemptive rights and are not subject to conversion, redemption or sinking fund provisions. Our shares of Class B common stock are not entitled to preemptive rights and are not subject to redemption or sinking fund provisions.

Preferred Stock

Upon the filing of our amended and restated certificate of incorporation, our board of directors may, without further action by our stockholders, fix the rights, preferences, privileges, and restrictions of up to an aggregate of     shares of “blank check” preferred stock in one or more series and authorize their issuance. These rights, preferences, and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms, and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of our Class A common stock and Class B common stock. The issuance of our preferred stock could adversely affect the voting power of holders of our Class A common stock and Class B common stock, and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring, or preventing a change of control or other corporate action. We have no present plan to issue any shares of preferred stock.

Redemption, Transferability and Exchange

Subject to the terms of their respective limited liability company agreements, Aggregator, or its permitted transferees in connection with the redemption, may from time to time cause AT Umbrella LLC to redeem any or all of their vested Class X Umbrella Units (and cancel paired shares of Class B common stock) in exchange for, at Andersen Group Inc.’s election (subject to certain exceptions), either cash (based on the volume-weighted average market price of a share of our Class A common stock) or shares of our Class A common stock, and such exchange, at Andersen Group Inc.’s election, may be effected as a direct exchange of cash or Class A common stock for Class X Umbrella Units (and the cancellation of paired shares of Class B common stock) in lieu of such redemption. Upon such exchange, an equivalent number of shares of Class B common stock will be cancelled. Subject to certain restrictions, the Managing Directors that hold Aggregator LTIP Units will have the right, in connection with the exchange of Aggregator LTIP Units for Class X Aggregator Units prior to a redemption of such Class X Aggregator Units, to cause (1) Aggregator to exchange its vested LTIP Units corresponding to such Aggregator LTIP Units for a number of Class X Umbrella Units equal to the amount to which Aggregator would be entitled to receive on account of such LTIP Units if the fair market value of AT Umbrella LLC (as reasonably determined by the managing member of AT Umbrella LLC) was distributed to the members in liquidation of AT Umbrella LLC divided by the amount to which we would be entitled to receive on account of one Class X Umbrella Unit if the fair market value of AT Umbrella LLC (as reasonably determined by the managing member of AT Umbrella LLC) was distributed to the members in liquidation of AT Umbrella LLC and (2) us to either issue to Aggregator a number of shares of Class B common stock or cancel a number of shares of Class B common stock (and in such event, Aggregator shall surrender to us such shares for cancellation) such that the number of shares of Class B common stock held by Aggregator immediately after such exchange is equal to the number of such Class X Umbrella Units being issued to Aggregator in such exchange, and following such an exchange immediately thereafter exercise their redemption and exchange rights as members of Aggregator as described in the section titled “Organizational Structure.”

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Under the Aggregator Limited Liability Company Agreement, shares of our Class B common stock held by Aggregator cannot be transferred except in connection with an exchange of Class X Umbrella Units into shares of our Class A common stock, subject to certain exceptions, such as to permitted transferees.

Except for certain permitted transfers, including transfers in connection with an exchange of Class X Umbrella Units for Class A Common stock or to certain other permitted transferees or transfers approved by us as the managing member of AT Umbrella LLC, members of AT Umbrella LLC are not permitted to sell, transfer or otherwise dispose of any Class X Umbrella Units or LTIP Units.

Corporate Opportunity

Our amended and restated certificate of incorporation will provide that, to the fullest extent permitted by law, the doctrine of “corporate opportunity” will only apply against our directors and officers and their respective affiliates for competing activities related to tax, consulting, valuation, and other services activities.

Anti-Takeover Provisions

Some provisions of Delaware law, our amended and restated certificate of incorporation, and our amended and restated bylaws contain or will contain provisions, in addition to our dual class voting structure described above, that could make the following transactions more difficult: an acquisition of us by means of a tender offer; an acquisition of us by means of a proxy contest or otherwise; or the removal of our incumbent officers and directors. It is possible that these provisions could make it more difficult to accomplish or could deter transactions that stockholders may otherwise consider to be in their best interest or in our best interests, including transactions which provide for payment of a premium over the market price for our shares. These provisions, summarized below, are intended to discourage coercive takeover practices and inadequate takeover bids, including upon Aggregator and its designees and affiliates ceasing to beneficially own 50% of the voting power of our common stock entitled to vote generally on the election of directors and our ceasing to have high-vote common stock after such Triggering Event. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of the increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging these proposals because negotiation of these proposals could result in an improvement of their terms.

Classified Board

In accordance with the terms of our amended and restated certificate of incorporation and amended and restated bylaws that will be effective immediately prior to the completion of this offering, prior to the Triggering Event, our Board will consist of a single class of directors each of whom will be elected annually at the annual meeting of our stockholders. From and after the Triggering Event, our Board will be divided into three classes, Class I, Class II, and Class III, with members of each class serving staggered three-year terms.

At each annual meeting of stockholders to be held after the Triggering Event, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election and until their successors are duly elected and qualified. We expect that additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. This classification of the Board may have the effect of delaying or preventing changes in our control or management.

Action by Written Consent

In accordance with the terms of our amended and restated certificate of incorporation and amended and restated bylaws that will be effective immediately prior to the completion of this offering, prior to the Triggering

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Event, stockholder action can be taken by written consent in lieu of a meeting, whereas following the Triggering Event, stockholder action can be taken only at an annual or special meeting of stockholders and cannot be taken by written consent in lieu of a meeting.

Business Combinations

We have opted out of Section 203 of the DGCL; however, our amended and restated certificate of incorporation contains similar provisions providing that we may not engage in certain “business combinations” with any “interested stockholder” for a three-year period following the time that the stockholder became an interested stockholder, unless:

• prior to such time, our board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

• upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding certain shares; or

• at or subsequent to that time, the business combination is approved by our board of directors and by the affirmative vote of holders of at least 66 2/3% of our outstanding voting stock that is not owned by the interested stockholder.

Generally, a business combination includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, an interested stockholder is a person who, together with that person’s affiliates and associates, owns, or within the previous three years owned, 15% or more of our outstanding voting stock. For purposes of this section only, voting stock has the meaning given to it in Section 203 of the DGCL.

Under certain circumstances, this provision will make it more difficult for a person who would be an interested stockholder to effect various business combinations with us for a three-year period. This provision may encourage companies interested in acquiring us to negotiate in advance with our board of directors because the stockholder approval requirement would be avoided if our board of directors approves either the business combination or the transaction that results in the stockholder becoming an interested stockholder. These provisions also may have the effect of preventing changes in our board of directors and may make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.

Our amended and restated certificate of incorporation provides that Aggregator, any associate of ours or any of our affiliates, and any direct or indirect transferees of such persons, do not constitute interested stockholders for purposes of this provision.

Preferred Stock

Our board of directors will have the authority, without further action by our stockholders, to issue up to    shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time by our board of directors. The existence of authorized but unissued shares of preferred stock would enable our board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest, or other means. See the section titled “Description of Capital Stock—Preferred Stock.”

Stockholder Meetings

Our amended and restated bylaws will provide that, except as required by applicable law, prior to the Triggering Event, at the written request of the holders of a majority of the voting power of our capital stock, a

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special meeting of stockholders may be called, whereas following the Triggering Event, a special meeting of stockholders may be called only by our chairman of the board, chief executive officer, or by a resolution adopted by a majority of our board of directors.

Requirements for Advance Notice of Stockholder Nominations and Proposals

Our amended and restated bylaws will establish advance notice procedures with respect to stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors, other than nominations made by or at the direction of the board of directors, or a committee thereof. Our amended and restated bylaws will also specify certain requirements regarding the form and content of a stockholder’s notice. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our meetings of stockholders.

Removal of Directors

Until the Triggering Event, any director may be removed from office at any time, with or without cause, by holders of a majority of the voting power of our outstanding common stock. Our amended and restated certificate of incorporation will provide that, after the Triggering Event, no member of our board of directors may be removed from office by our stockholders except for cause and, in addition to any other vote required by law, upon the approval of not less than    of the total voting power of all of our outstanding voting stock then entitled to vote in the election of directors.

Stockholders Not Entitled to Cumulative Voting

Our amended and restated certificate of incorporation will not permit stockholders to cumulate their votes in the election of directors.

Choice of Forum

Upon the completion of this offering, our amended and restated certificate of incorporation will provide that the Court of Chancery of the State of Delaware will be the exclusive forum for actions or proceedings brought under Delaware statutory of common law: (i) any derivative claim or cause of action brought on our behalf; (ii) any action asserting a claim of a breach of fiduciary duty; (iii) any action asserting a claim against us arising under the DGCL; (iv) any action arising under or seeking to interpret, apply, enforce, or determine the validity of our amended and restated certificate of incorporation or our amended and restated bylaws (as either may be amended from time to time); (v) any action as to which the DGCL confers jurisdiction to the Court of Chancery; or (vi) any claim or cause of action against us that is governed by the internal affairs doctrine; in all cases to the fullest extent permitted by law and subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. If and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware shall be the sole and exclusive forum for the foregoing actions or proceedings.

Our amended and restated certificate of incorporation will further provide that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause or causes of action arising under the Securities Act, including all causes of action asserted against any defendant to such complaint. Some companies that adopted a similar federal district court forum selection provision were subject to a suit in the Chancery Court of Delaware by stockholders who asserted that the provision is not enforceable. While the Delaware Supreme Court held that such federal district court forum selection provision was in fact valid, there can be no assurance that federal courts or other state courts will follow the holding of the Delaware Supreme Court or determine that our federal district court forum selection provision should be enforced in a particular case. These choice of forum provisions do not apply to actions brought to enforce a duty or liability created by

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the Exchange Act. We intend for the choice of forum provision regarding claims arising under the Securities Act to apply despite the fact that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all actions brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. There is uncertainty as to whether a court would enforce such provision with respect to claims under the Securities Act. Our exclusive forum provision will not relieve us of our duties to comply with the federal securities laws and the rules and regulations thereunder, and our stockholders will not be deemed to have waived our compliance with these laws, rules and regulations.

For the avoidance of doubt, this provision is intended to benefit and may be enforced by us, our officers and directors, the underwriters to any offering giving rise to such complaint, and any other professional entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering. These exclusive forum provisions may limit the ability of our stockholders to bring a claim in a judicial forum that such stockholders find favorable for disputes with us or our directors, officers or employees, which may discourage such lawsuits against us and our directors, officers and employees. Alternatively, if a court were to find such provisions contained in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, we may incur additional costs associated with resolving such action in other jurisdictions. These exclusive forum provisions would not apply to suits brought to enforce a duty or liability created by the Exchange Act.

Amendment of Charter and Bylaw Provisions

Our amended and restated certificate of incorporation and amended and restated bylaws will provide that, after the Triggering Event, the affirmative vote of holders of   % of the total voting power of our outstanding common stock eligible to vote in the election of directors, voting together as a single class, will be required to amend, alter, change or repeal specified provisions, including those relating to actions by written consent of stockholders, calling of special meetings of stockholders, business combinations and amendment of our certificate of incorporation and bylaws.

The provisions of Delaware law, our amended and restated certificate of incorporation, and our amended and restated bylaws, as each will be in effect upon the completion of this offering, could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our Class A common stock that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in the composition of our board of directors and management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.

Transfer Agent and Registrar

Upon the completion of this offering, the transfer agent and registrar for our Class A common stock will be Equiniti Trust Company, LLC. The transfer and registrar’s address is 28 Liberty Street, Floor 53, New York, NY 10005 and its phone number is 651-328-4405.

Listing

We have applied to list our Class A common stock on the NYSE under the trading symbol “ANDG,” and this offering is contingent upon obtaining such approval.

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, no public market existed for our Class A common stock, and although we expect that our Class A common stock will be approved for listing on the NYSE, we cannot assure investors that there will be an active public market for our Class A common stock following this offering. We cannot predict what effect, if any, sales of our shares in the public market or the availability of shares for sale will have on the market price of our Class A common stock. Future sales of substantial amounts of Class A common stock in the public market, or the possibility of these sales or issuances occurring, could adversely affect the prevailing market price of our Class A common stock or impair our ability to raise equity capital.

Based on our shares outstanding as of June 30, 2025 after giving effect to the reorganization transactions described under the section titled “Organizational Structure,” on the completion of this offering, a total of   shares of Class A common stock will be outstanding (or   shares if the underwriters exercise their over-allotment option in full). Of these outstanding shares, all of the shares of Class A common stock that we are selling in this offering, may be resold in the public market immediately unless purchased by our affiliates. In addition, upon the consummation of this offering, Aggregator will own an aggregate of    Class X Umbrella Units and all of the shares of our Class B common stock. Aggregator, or its permitted transferees in connection with the redemption, from time to time following this offering, may require AT Umbrella LLC to redeem or exchange all or a portion of their Class X Umbrella Units for newly issued shares of Class A common stock on a one-for-one basis. Shares of our Class B common stock will be cancelled on a one-for-one basis if we, at the election of Aggregator or its members, redeem or exchange Class X Umbrella Units held by Aggregator, or its permitted transferees in connection with the redemption. Shares of our Class A common stock issuable to Aggregator or its permitted transferees upon a redemption or exchange of Class X Umbrella Units would be considered “restricted securities,” as that term is defined under Rule 144 and would also be subject to the “lock-up” period noted below.

Restricted securities are eligible for public sale only if they are registered under the Securities Act or if they qualify for an exemption from registration under Rule 144 under the Securities Act, which is summarized below. Substantially all of these shares will be subject to lock-up periods under the lock-up arrangements described below.

As a result of these lock-up arrangements and subject to the provisions of Rule 144 and the vesting and transfer restrictions described in the section titled “Organizational Structure—Vesting and Transfer Restrictions of Aggregator Members,” shares of our Class A common stock will be available for sale in the public market as follows:

• beginning on the date of this prospectus,    shares of our Class A common stock sold in this offering will be eligible for immediate sale in the public market, unless purchased by our affiliates;

• beginning 180 days after the date of this prospectus,    additional shares will become eligible for sale in the public market (such shares representing the total number of shares issuable upon the redemption or exchange by Aggregator, or its permitted transferees in connection with the redemption of all their Class X Umbrella Units for shares of our Class A common stock), of which    shares will be held by affiliates and subject to the volume, manner of sale, and other restrictions of Rule 144, as described below; and

• beginning 18 months after the date of this prospectus,    additional shares held by Mr. Vorsatz will become eligible for sale in the public markets (such shares representing the total number of shares issuable upon the redemption or exchange by Aggregator, or its permitted transferees in connection with the redemption of all their Class X Umbrella Units for shares of our Class A common stock), which shares will be subject to the volume, manner of sale, and other restrictions of Rule 144 applicable to affiliates, as described below.

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Rule 144

In general, under Rule 144 as currently in effect, once we have been subject to public company reporting requirements of Section 13 or Section 15(d) of the Exchange Act for at least 90 days, an eligible stockholder is entitled to sell such shares without complying with the manner of sale, volume limitation, or notice provisions of Rule 144, subject to compliance with the public information requirements of Rule 144. To be an eligible stockholder under Rule 144, such stockholder must not be deemed to have been one of our affiliates for purposes of the Securities Act at any time during the 90 days preceding a sale and must have beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner other than our affiliates. If such a person has beneficially owned the shares proposed to be sold for at least one year, including the holding period of any prior owner other than our affiliates, then such person is entitled to sell such shares without complying with any of the requirements of Rule 144, subject to the expiration of the lock-up agreements described below.

In general, under Rule 144, as currently in effect, our affiliates or persons selling shares on behalf of our affiliates are entitled to sell shares on expiration of the lock-up agreements described below, subject, in the case of restricted securities, to such shares having been beneficially owned for at least six months. Beginning 90 days after the date of this prospectus, within any three-month period, such stockholders may sell a number of shares that does not exceed the greater of:

• 1% of the number of shares of Class A common stock then outstanding, which will equal shares immediately after this offering, assuming no exercise of the underwriters’ over-allotment option to purchase additional shares of Class A common stock from us; or

• the average weekly trading volume of our Class A common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.

Form S-8 Registration Statements

We intend to file one or more registration statements on Form S-8 under the Securities Act with the SEC as soon as practicable after the time at which the registration statement of which this prospectus forms a part becomes effective, to register the offer and sale of shares of our Class A common stock that are issuable under our employee benefit plans as defined in Form S-8. These registration statements will become effective immediately on filing. Shares covered by these registration statements will then be eligible for sale in the public markets, subject to vesting restrictions, any applicable lock-up agreements described below and Rule 144 limitations applicable to affiliates.

Lock-Up Arrangements

We will agree that we will not, and will not publicly disclose an intention to, among other things and subject to certain exceptions, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with the SEC a registration statement under the Securities Act relating to any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, or (ii) enter into any swap or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of any shares of common stock or any such other securities (regardless of whether any of these transactions are to be settled by the delivery of shares of common stock or such other securities, in cash or otherwise), in each case without the prior written consent of Morgan Stanley & Co. LLC and UBS Securities LLC, for a period of 180 days after the date of this prospectus, other than the shares of our Class A common stock to be sold hereunder and certain other exceptions.

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Each of our executive officers and directors have entered, or will enter, into lock-up agreements with the underwriters prior to the commencement of this offering pursuant to which each of these persons or entities, with limited exceptions, for a period of time up to 180 days after the date of this prospectus, may not, and may not publicly disclose an intention to, without the prior written consent of Morgan Stanley & Co. LLC and UBS Securities LLC, among other things and subject to certain exceptions, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or units of AT Umbrella or any securities convertible into or exercisable or exchangeable for our common stock or units of AT Umbrella (including, without limitation, common stock or such other securities which may be deemed to be beneficially owned by such directors and executive officers in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant) or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the common stock, units of AT Umbrella or such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common stock, units of AT Umbrella or such other securities, in cash or otherwise, or (iii) make any demand for or exercise any right with respect to the registration of any shares of our common stock or any security convertible into or exercisable or exchangeable for our common stock. Further, the Aggregator Limited Liability Company Agreement will contractually restrict the ability of Andersen Managing Directors to sell their shares during the period ending 180 days after the date of this prospectus, subject to certain exceptions. We have agreed with the underwriters that we will not waive, modify or amend such transfer restrictions during the period ending 180 days after the date of this prospectus without the consent of Morgan Stanley & Co. LLC and UBS Securities LLC.

See the section titled “Underwriters” for information about exceptions to the lock-up agreements described above and a further description of the lock-up agreements.

In addition, in connection with this offering, Mr. Vorsatz, our Chairman and Chief Executive Officer, has entered into a lock-up agreement with us pursuant to which, for a period of time up to 18 months after the date of this prospectus, he may not, and may not publicly disclose an intention to, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of our Class A common stock or any securities convertible into or exercisable or exchangeable for our Class A common stock (including, without limitation, Class B common stock or such other securities which may be deemed to be beneficially owned by him in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant) or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the common stock or such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Class A common stock or such other securities, in cash or otherwise, or (iii) make any demand for or exercise any right with respect to the registration of any shares of our Class A common stock or any security convertible into or exercisable or exchangeable for our Class A common stock. Our board of directors, in its sole discretion, may release the Class A common stock and other securities subject to the lock-up restriction. The lock-up restrictions are subject to certain limited exceptions, including permitting Mr. Vorsatz to engage in certain transfers for bona fide estate planning purposes, to immediate family members, to trusts, to affiliated entities, in each case not involving a disposition for value and where the recipient agrees to be bound by the lock-up restrictions, or in connection with a disposition by will, other testamentary document or intestate succession, by operation of law or pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction, that is approved by our board of directors, made to all holders of our capital stock involving a change of control.

Class X Umbrella Units are subject to additional transfer restrictions. See the section titled “Description of Capital Stock—Redemption, Transferability and Exchange” for a further description of the transfer restrictions.

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MATERIAL U.S. FEDERAL TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR COMMON STOCK

The following is a general discussion of the material U.S. federal income tax considerations applicable to non-U.S. holders (as defined below) with respect to their ownership and disposition of shares of our Class A common stock issued pursuant to this offering. For purposes of this discussion, a non-U.S. holder means a beneficial owner of our Class A common stock (other than an entity or arrangement that is treated as a partnership or pass-through entity for U.S. federal income tax purposes) that is not, for U.S. federal income tax purposes, any of the following:

• an individual who is a citizen or resident of the United States;

• a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

• an estate, the income of which is includable in gross income for U.S. federal income tax purposes regardless of its source; or

• a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more “U.S. persons,” as defined under the Code have the authority to control all substantial decisions of the trust or (ii) such trust has made a valid election to be treated as a U.S. person for U.S. federal income tax purposes under applicable U.S. Treasury regulations.

This discussion is based on current provisions of the Code, existing, temporary and proposed U.S. Treasury regulations promulgated thereunder, judicial opinions, published positions of the IRS and other applicable authorities, each as in effect as of the date of this prospectus, and all of which are subject to change or to differing interpretation, possibly with retroactive effect. Any such change or different interpretation could alter the tax considerations to non-U.S. holders described in this prospectus. In addition, there can be no assurance that the IRS will not challenge one or more of the tax considerations described in this prospectus. This discussion assumes that a non-U.S. holder holds shares of our Class A common stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment) for U.S. federal income tax purposes. This discussion does not address all aspects of U.S. federal income taxation that may be important to a particular non-U.S. holder in light of that non-U.S. holder’s individual circumstances, nor does it address any aspects of the Medicare contribution tax on net investment income, any U.S. non-income taxes, such as estate or gift taxes, any U.S. alternative minimum taxes, the impact of the special tax accounting rules under Section 451(b) of the Code, or any state, local or non-U.S. taxes. This discussion may not apply, in whole or in part, to particular non-U.S. holders in light of their individual circumstances or to holders subject to special treatment under the U.S. federal income tax laws (such as insurance companies, tax-exempt organizations, government organizations, financial institutions, brokers or dealers in securities, “controlled foreign corporations,” “passive foreign investment companies,” corporations that accumulate earnings to avoid U.S. federal income tax, corporations organized outside of the United States, any state thereof or the District of Columbia that are nonetheless treated as U.S. taxpayers for U.S. federal income tax purposes, tax-qualified retirement plans and “qualified foreign pension funds” as defined in Section 897(1)(2) of the Code and entities all of the interests of which are held by qualified foreign pension funds, non-U.S. holders that hold our Class A common stock as part of a straddle, hedge, conversion transaction, synthetic security or other integrated investment, holders who own, actually or constructively, more than 5% of our Class A common stock, certain former U.S. citizens or long-term residents, and persons who acquire our Class A common stock through the exercise of an option or otherwise as compensation).

If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our Class A common stock, the tax treatment of a partner therein will generally depend on the status of the partner and the activities of the partnership. Partnerships and partners holding our Class A common stock should consult their tax advisors as to the particular U.S. federal income tax consequences applicable to them.

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We have not sought and will not seek any ruling from the IRS with respect to the statements made and the conclusions reached in the following discussion. There can be no assurance that the IRS will not challenge one or more of the tax consequences described herein, or that any such challenge would not be sustained by a court.

THIS SUMMARY IS FOR GENERAL INFORMATION ONLY AND IS NOT INTENDED TO CONSTITUTE A COMPLETE DISCUSSION OF ALL TAX CONSEQUENCES FOR NON-U.S. HOLDERS RELATING TO THE OWNERSHIP AND DISPOSITION OF OUR CLASS A COMMON STOCK. INVESTORS CONSIDERING THE PURCHASE OF OUR CLASS A COMMON STOCK SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE U.S. FEDERAL, STATE, AND LOCAL AND NON-U.S. INCOME AND NON-INCOME TAX CONSEQUENCES IN THEIR PARTICULAR CIRCUMSTANCES, INCLUDING THE IMPACT OF TAX TREATIES.

Dividends

We have no present intention to make distributions on our Class A common stock. If we do pay dividends on shares of our Class A common stock, however, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of our current and accumulated earnings and profits will constitute a return of capital that is applied against and reduces, but not below zero, a non-U.S. holder’s adjusted tax basis in shares of our Class A common stock. Any amount distributed in excess of basis will be treated as capital gain and will be subject to the treatment described below under “—Gain on Sale or Other Disposition of Class A Common Stock.” Any distributions will also be subject to the discussion below under “—Backup Withholding and Information Reporting” and “—Foreign Account Tax Compliance Act.”

Any dividend paid to a non-U.S. holder on our Class A common stock that is not effectively connected with a non-U.S. holder’s conduct of a trade or business in the United States will generally be subject to U.S. withholding tax at a 30% rate. The withholding tax might apply at a reduced rate, however, under the terms of an applicable income tax treaty between the United States and the non-U.S. holder’s country of residence. You should consult your own tax advisors regarding your entitlement to benefits under a relevant income tax treaty. Generally, in order for us or our paying agent to withhold tax at a lower treaty rate, a non-U.S. holder must certify its entitlement to treaty benefits. A non-U.S. holder generally can meet this certification requirement by providing an appropriate and properly completed IRS Form W-8BEN, W-8BEN-E or other appropriate form (or any successor form thereof) to us or our paying agent. If the non-U.S. holder holds the stock through a financial institution or other agent acting on the non-U.S. holder’s behalf, the non-U.S. holder will be required to provide appropriate documentation to the non-U.S. holder’s agent. The non-U.S. holder’s agent will then be required to provide certification to us or our paying agent, either directly or through other intermediaries. If you are eligible for a reduced rate of U.S. federal withholding tax under an income tax treaty, you may obtain a refund or credit of any excess amounts withheld by filing an appropriate claim for a refund with the IRS in a timely manner.

Dividends received by a non-U.S. holder that are effectively connected with a U.S. trade or business conducted by the non-U.S. holder, and if required by an applicable income tax treaty between the United States and the non-U.S. holder’s country of residence, are attributable to a permanent establishment or fixed base maintained by the non-U.S. holder in the United States, are generally not subject to U.S. withholding tax if the non-U.S. holder satisfies applicable certification and disclosure requirements. To obtain this exemption, a non-U.S. holder must provide us or our paying agent with an IRS Form W-8ECI (or any successor form) properly certifying that the dividends are effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States. Such effectively connected dividends, although not subject to withholding tax, are taxed at the same rates applicable to U.S. persons, net of certain deductions and credits. In addition, dividends received by a corporate non-U.S. holder (and, if required by an applicable tax treaty, are attributable to such holder’s U.S. permanent establishment or fixed base) that are effectively connected with a U.S. trade or business of the corporate non-U.S. holder may also be subject to a branch profits tax at a rate of 30% or such lower rate as may be specified by an applicable tax treaty subject to adjustments.

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Gain on Sale or Other Disposition of Class A Common Stock

Subject to the discussion below under “—Backup Withholding and Information Reporting” and “—Foreign Account Tax Compliance Act,” non-U.S. holders will generally not be subject to U.S. federal income tax on any gains realized on the sale, exchange or other disposition of our Class A common stock unless:

• the gain (i) is effectively connected with the conduct by the non-U.S. holder of a U.S. trade or business and (ii) if required by an applicable income tax treaty between the United States and the non-U.S. holder’s country of residence, is attributable to a permanent establishment or fixed base maintained by the non-U.S. holder in the United States (in which case the special rules described below apply);

• the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of the sale, exchange or other disposition of our Class A common stock, and certain other requirements are met (in which case the gain would be subject to a flat 30% tax, or such reduced rate as may be specified by an applicable income tax treaty, which may be offset by U.S. source capital losses of such non-U.S. holder, if any, provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses, even though the individual is not considered a resident of the United States); or

• the rules of the Foreign Investment in Real Property Tax Act (FIRPTA) treat the gain as effectively connected with a U.S. trade or business.

The FIRPTA rules may apply to a sale, exchange or other disposition of our Class A common stock if we are, or were within the shorter of the five-year period preceding the disposition and the non-U.S. holder’s holding period, a “U.S. real property holding corporation” (USRPHC). In general, we would be a USRPHC if interests in U.S. real property comprised at least half of the value of our worldwide real property plus our business assets. Although there can be no assurance, we do not believe that we have been or are a USRPHC and we do not anticipate becoming one in the future. Even if we are or were to become a USRPHC, gain arising from the sale or other taxable disposition by a non-U.S. holder will not be subject to U.S. federal income tax if our Class A common stock is “regularly traded,” as defined by applicable U.S. Treasury regulations, on an established securities market, and such non-U.S. holder owned, actually and constructively, 5% or less of our Class A common stock throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the non-U.S. holder’s holding period.

If any gain from the sale, exchange or other disposition of our Class A common stock, (i) is effectively connected with a U.S. trade or business conducted by a non-U.S. holder and (ii) if required by an applicable income tax treaty between the United States and the non-U.S. holder’s country of residence, is attributable to a permanent establishment or fixed base maintained by such non-U.S. holder in the United States, then the gain generally will be subject to U.S. federal income tax at the same rates applicable to U.S. persons, net of certain deductions and credits. If the non-U.S. holder is a corporation, under certain circumstances, that portion of its earnings and profits that is effectively connected with its U.S. trade or business, subject to certain adjustments, generally would be subject also to a “branch profits tax” at a rate of 30% or such lower rate as may be specified by an applicable income tax treaty.

Backup Withholding and Information Reporting

We must report annually to the IRS and to each non-U.S. holder the amount of dividends paid to, and the tax withheld with respect to, each non-U.S. holder. These reporting requirements apply regardless of whether withholding was reduced or eliminated by an applicable tax treaty. Copies of this information reporting may also be made available under the provisions of a specific tax treaty or agreement with the tax authorities in the country in which the non-U.S. holder resides or is established.

A non-U.S. holder will generally be subject to backup withholding for dividends on our Class A common stock paid to such holder unless such non-U.S. holder certifies under penalties of perjury that, among other

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things, it is a non-U.S. holder (and the payer does not have actual knowledge or reason to know that such holder is a U.S. person) or otherwise establishes an exemption. Generally, a non-U.S. holder will comply with such procedures if it provides an appropriate and properly executed IRS Form W-8BEN, W-8BEN-E, or W-8ECI (or successor form) or other applicable form, or otherwise meets documentary evidence requirements for establishing that it is a non-U.S. holder. Dividends paid to non-U.S. holders subject to withholding of U.S. federal income tax, as described above under the heading “—Dividends,” will generally be exempt from U.S. backup withholding.

Information reporting and backup withholding generally are not required with respect to the amount of any proceeds from the sale or other disposition of our Class A common stock by a non-U.S. holder outside the United States through a foreign office of a foreign broker that does not have certain specified connections to the United States. However, if a non-U.S. holder sells or otherwise disposes of its shares of Class A common stock through a U.S. broker or the U.S. offices of a foreign broker, the broker will generally be required to report the amount of proceeds paid to the non-U.S. holder to the IRS and impose backup withholding on that amount unless such non-U.S. holder provides appropriate certification to the broker of its status as a non-U.S. holder (and the payer does not have actual knowledge or reason to know that such holder is a U.S. person) or otherwise establishes an exemption.

Backup withholding is not an additional income tax. Any amounts withheld under the backup withholding rules from a payment to a non-U.S. holder generally may be credited against the non-U.S. holder’s U.S. federal income tax liability, if any, or refunded, provided that the required information is furnished to the IRS in a timely manner. Non-U.S. holders should consult their tax advisors regarding the application of the information reporting and backup withholding rules to them.

Foreign Account Tax Compliance Act

Under the Foreign Account Tax Compliance Act and related U.S. Treasury guidance (FATCA), withholding tax of 30% applies to certain payments to foreign financial institutions, investment funds and certain other non-U.S. persons that fail to comply with certain information reporting and certification requirements pertaining to their direct and indirect U.S. stockholders and/or U.S. accountholders and do not otherwise qualify for an exemption. Under applicable U.S. Treasury regulations and IRS guidance, this withholding currently applies to payments of dividends, if any, on, and, subject to the proposed U.S. Treasury regulations discussed below, gross proceeds from the sale or other disposition of, our Class A common stock. An intergovernmental agreement between the United States and a foreign country may modify the requirements described in this paragraph.

Although, beginning on January 1, 2019, withholding under FATCA would have applied to payments of gross proceeds from the sale or other disposition of our Class A common stock, proposed U.S. Treasury regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed U.S. Treasury regulations until final U.S. Treasury regulations are issued.

Prospective investors are encouraged to consult with their own tax advisors regarding the possible implications of FATCA on their investment in our Class A common stock.

THE PRECEDING DISCUSSION OF U.S. FEDERAL INCOME TAX CONSIDERATIONS IS FOR GENERAL INFORMATION PURPOSES ONLY. IT IS NOT TAX ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE PARTICULAR U.S. FEDERAL, STATE, AND LOCAL AND NON-U.S. INCOME AND NON-INCOME TAX CONSEQUENCES OF PURCHASING, HOLDING, AND DISPOSING OF OUR CLASS A COMMON STOCK, INCLUDING ANY TAX REPORTING REQUIREMENTS AND THE CONSEQUENCES OF ANY PROPOSED CHANGE IN APPLICABLE LAWS.

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UNDERWRITERS

Under the terms and subject to the conditions in an underwriting agreement dated the date of this prospectus, the underwriters named below, for whom Morgan Stanley & Co. LLC and UBS Securities LLC are acting as representatives, have severally agreed to purchase, and Andersen Group Inc. has agreed to sell to them, severally, the number of shares of Class A common stock indicated below:

Name	Number of Shares
Morgan Stanley & Co. LLC
UBS Securities LLC
Deutsche Bank Securities Inc.
Truist Securities, Inc.
Wells Fargo Securities, LLC
Robert W. Baird & Co. Incorporated
William Blair & Company, L.L.C.
Total

The underwriters and the representatives are collectively referred to as the “underwriters” and the “representatives,” respectively. The underwriters are offering the shares of Class A common stock subject to their acceptance of the shares from us and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the shares of Class A common stock offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated to take and pay for all of the shares of Class A common stock offered by this prospectus if any such shares are taken. However, the underwriters are not required to take or pay for the shares covered by the underwriters’ over-allotment option described below.

The underwriters initially propose to offer part of the shares of Class A common stock directly to the public at the offering price set forth on the cover page of this prospectus and part to certain dealers at a price that represents a concession not in excess of $    per share under the public offering price. After the initial offering of the shares of Class A common stock, the offering price and other selling terms may from time to time be varied by the representatives.

In addition, while as of the date hereof we have not identified any specific investors, we may request that the underwriters make issuer directed allocations of our Class A common stock to certain investors.

We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to      additional shares of Class A common stock at the public offering price set forth on the cover page of this prospectus, less underwriting discounts and commissions. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with the offering of the shares of Class A common stock offered by this prospectus. To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase about the same percentage of the additional shares of Class A common stock as the number listed next to the underwriter’s name in the preceding table bears to the total number of shares of Class A common stock listed next to the names of all underwriters in the preceding table.

The following table shows the per share and total public offering price, underwriting discounts and commissions, and proceeds before expenses to us. These amounts are shown assuming both no exercise and full exercise of the underwriters’ over-allotment option.

			Total
	Per Share		No Exercise		Full Exercise
Public offering price	$		$		$
Underwriting discounts and commissions to be paid by us	$		$		$
Proceeds, before expenses, to us	$		$		$

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The estimated offering expenses, exclusive of the underwriting discounts and commissions, are approximately $   . All of such offering expenses for this offering will be paid for or otherwise borne by AT Umbrella. We have also agreed to reimburse the underwriters for expenses relating to clearance of this offering with the Financial Industry Regulatory Authority up to $   .

The underwriters have informed us that they do not intend sales to discretionary accounts to exceed 5% of the total number of shares of Class A common stock offered by them.

We have applied to list Class A common stock on the NYSE under the trading symbol “ANDG,” and this offering is contingent upon obtaining such approval.

We and all of our directors and officers have agreed that, without the prior written consent of Morgan Stanley & Co. LLC and UBS Securities LLC on behalf of the underwriters, we and they will not, and will not publicly disclose an intention to, during the period ending 180 days after the date of this prospectus (the restricted period):

• offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or units of AT Umbrella beneficially owned or any securities convertible into or exercisable or exchangeable for shares of common stock or units of AT Umbrella (collectively, the lock-up securities);

• submit or file any registration statement with the SEC relating to the offering of any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock; or

• enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the lock-up securities;

whether any such transaction described above is to be settled by delivery of common stock or such other securities, in cash or otherwise. In addition, we and each such person have agreed that, without the prior written consent of Morgan Stanley & Co. LLC and UBS Securities LLC on behalf of the underwriters, we or such other person will not, during the restricted period, make any demand for, or exercise any right with respect to, the registration of any shares of common stock or any security convertible into or exercisable or exchangeable for common stock.

With respect to us, the restrictions described in the immediately preceding paragraph do not apply to:

• the sale of shares to the underwriters or the issuance, transfer, redemption or exchange of securities in connection with the reorganization transactions described in this prospectus;

• the issuance of membership interests by AT Umbrella to us after giving effect to this offering and the application of the proceeds as described in this prospectus;

• the issuance of membership interests by AT Umbrella LLC and the corresponding issuance of shares of Class B common stock by us to persons that become members of AT Umbrella LLC and party to the AT Umbrella Amended and Restated Limited Liability Company Agreement in 2026;

• the issuance of shares of common stock by us or membership interests by AT Umbrella upon the conversion of a security outstanding on the date of this prospectus or the redemption or exchange of membership interests of AT Umbrella, as described in this prospectus, provided that each recipient of common stock pursuant to this clause shall execute a lock-up agreement;

• the grant of options or any other type of equity award described in this prospectus, or the issuance of shares of common stock by us (whether upon the exercise of stock options or otherwise) to our employees, officers, directors, advisors or consultants pursuant to employee benefit plans in effect on the date hereof and described in this prospectus; provided that each recipient of common stock pursuant to this clause shall execute a lock-up agreement;

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• the filing of a registration statement on Form S-8 relating to the issuance, vesting, exercise or settlement of equity awards granted or to be granted pursuant to any employee benefit plan in effect on the date hereof and described in this prospectus;

• facilitating the establishment of a trading plan on behalf of a shareholder, officer or director pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of common stock, provided that (i) such plan does not provide for the transfer of common stock during the restricted period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by us regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of common stock may be made under such plan during the restricted period; or

• the sale or issuance of or entry into an agreement to sell or issue common stock or any securities convertible into or exercisable or exchangeable for common stock in connection with one or more mergers, acquisitions of securities, businesses, property or other assets, products or technologies, joint ventures, commercial relationships or other strategic corporate transactions or alliances; provided that the aggregate amount of common stock or any securities convertible into or exercisable or exchangeable for common stock (on an as-converted, as-exercised or as-exchanged basis) that we may sell or issue or agree to sell or issue pursuant to this clause shall not exceed 10% of the total number of shares of our common stock issued and outstanding immediately following the completion of the transactions contemplated by this offering (including issuance of additional shares if the underwriters exercise their over-allotment option, if any) determined on a fully-diluted basis and assuming that all outstanding membership interests in AT Umbrella LLC that are exchangeable for shares of Class A common stock are so exchanged.

With respect to our directors and officers, the restrictions described above do not apply to:

(a) transactions relating to securities acquired in this offering or in open market transactions after the completion of this offering, provided that no filing under Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made in connection with subsequent sales of securities acquired in this offering or such open market transactions;

(b) transfers of lock-up securities (i) as a bona fide gift or to a charitable organization or educational institution or (ii) for bona fide estate planning purposes, in each case, in a transfer not involving a disposition for value;

(c) transfers or dispositions of lock-up securities to any member of the immediate family of the lock-up party or any trust for the direct or indirect benefit of the lock-up party or the immediate family of the lock-up party, or if the lock-up party is a trust, to a trustor, trustee or any beneficiary (including such trustor, trustee or beneficiary’s estate) in a transaction not involving a disposition for value;

(d) distributions, transfers or dispositions of lock-up securities to any corporation, partnership, limited liability company, other entity that is an affiliate of the lock-up party or of which all of the beneficial ownership interests of which are held by the lock-up party or the immediate family of the lock-up party in a transaction not involving a disposition for value;

(e) transfers or dispositions of lock-up securities (i) by will, other testamentary document or intestate succession and (ii) by operation of law including, without limitation, pursuant to orders of a court or regulatory agency, in connection with a negotiated divorce settlement, pursuant to a qualified domestic relations order or by other court order;

(f) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under paragraphs (b) through (e) above;

(g) distributions, transfers or dispositions of lock-up securities to limited partners or stockholders of the lock-up party;

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(h) the establishment of a trading plan on behalf of our shareholders, officers or directors pursuant to Rule 10b5-1 under the Exchange Act for the transfer of securities, provided that (i) such plan does not provide for the transfer of securities during the restricted period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the lock-up party or us regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of securities may be made under such plan during the restricted period;

(i) to the underwriters pursuant to the underwriting agreement;

(j) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction, that is approved by our board of directors, made to all holders of our capital stock involving a change of control; provided, that, in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the lock-up securities shall remain subject to the restrictions contained in the lock-up agreement; or

(k) transfers, conversions, reclassifications, redemptions or exchanges of the lock-up securities pursuant to the reorganization transactions described in this prospectus, provided that any filing under Section 16(a) of the Exchange Act shall clearly indicate in the footnotes thereto the circumstances of such transfer, conversion, reclassification, redemption or exchange, and provided, further that any new securities received upon such transfer, conversion, reclassification, redemption or exchange shall be subject to the terms of the lock-up agreement;

provided, in the case of any transfer, disposition or distribution pursuant to clauses (b) through (g) above, that (i) each transferee, donee or distributee shall sign and deliver a lock-up agreement and (ii) no public announcement or filing under Section 16(a) of the Exchange Act or any other public filing or disclosure reporting a reduction in beneficial ownership of shares of common stock, shall be required or shall be voluntarily made during the restricted period, other than any Schedule 13G, 13D or Form 13F (or any amendments to such schedules or forms) with respect to such transfer, disposition or distribution (other than, in the case of a transfer or other disposition pursuant to clause (b), (e) or (g), to the extent such transfer or other disposition is to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clause (b), (e) or (g), above, if the lock-up party is subject to Section 16 reporting with respect to us under the Exchange Act and any Form 4 or Form 5 is required to be filed under the Exchange Act, any such filing will indicate by footnote disclosure or otherwise the nature of the transfer or disposition).

Morgan Stanley & Co. LLC and UBS Securities LLC, in their sole discretion, may release the Class A common stock and other securities subject to the lock-up agreements described above in whole or in part at any time. Further, the Aggregator Limited Liability Company Agreement will contractually restrict the ability of Andersen Managing Directors to sell their shares during the period ending 180 days after the date of this prospectus, subject to certain exceptions. We have agreed with the underwriters that we will not waive, modify or amend such transfer restrictions during the restricted period without the consent of Morgan Stanley & Co. LLC and UBS Securities LLC. See the section titled “Description of Capital Stock—Redemption, Transferability and Exchange” for a further description of the transfer restrictions.

In order to facilitate the offering of the Class A common stock, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the Class A common stock. Specifically, the underwriters may sell more shares than they are obligated to purchase under the underwriting agreement, creating a short position. A short sale is covered if the short position is no greater than the number of shares available for purchase by the underwriters under the over-allotment option. The underwriters can close out a covered short sale by exercising the over-allotment option or purchasing shares in the open market. In determining the source of shares to close out a covered short sale, the underwriters will consider, among other things, the open market price of shares compared to the price available under the over-allotment option. The underwriters may also sell shares in excess of the over-allotment option, creating a naked short position. The underwriters must close out any

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naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the Class A common stock in the open market after pricing that could adversely affect investors who purchase in this offering. As an additional means of facilitating this offering, the underwriters may bid for, and purchase, shares of Class A common stock in the open market to stabilize the price of the Class A common stock. These activities may raise or maintain the market price of the Class A common stock above independent market levels or prevent or retard a decline in the market price of the Class A common stock. The underwriters are not required to engage in these activities and may end any of these activities at any time.

We and the underwriters have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act.

A prospectus in electronic format may be made available on websites maintained by one or more underwriters, or selling group members, if any, participating in this offering. The representatives may agree to allocate a number of shares of Class A common stock to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters that may make Internet distributions on the same basis as other allocations.

Other Relationships

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for us, for which they received or will receive customary fees and expenses.

In addition, in the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve our securities and instruments. The underwriters and their respective affiliates may also make investment recommendations or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long or short positions in such securities and instruments.

Pricing of the Offering

Prior to this offering, there has been no public market for Class A common stock. The initial public offering price will be determined by negotiations between us and the representatives. Among the factors to be considered in determining the initial public offering price will be our future prospects and those of our industry in general, our sales, earnings and certain other financial and operating information in recent periods, and the price-earnings ratios, price-sales ratios, market prices of securities, and certain financial and operating information of companies engaged in activities similar to ours.

Directed Share Program

At our request, the underwriters have reserved up to 7% of the shares of Class A common stock being offered by this prospectus for sale, at the initial public offering price, to our non-employee directors and certain other individuals and entities identified by us. The sales will be made at our direction by Morgan Stanley & Co. LLC and its affiliates through a directed share program. If purchased by members of our board of directors, these shares will be subject to a 180-day lock-up restriction. The number of shares of our Class A common stock

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available for sale to the general public will be reduced to the extent these individuals purchase such reserved shares. Any reserved shares that are not so purchased will be offered by the underwriters to the general public on the same terms as the other shares offered by this prospectus.

Selling Restrictions

Canada

The shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

European Economic Area

In relation to each Member State of the European Economic Area (each, a Relevant State), no shares have been offered or will be offered pursuant to the offering to the public in that Relevant State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the competent authority in that Relevant State, all in accordance with the Prospectus Regulation, except that offers of securities may be made to the public in that Relevant State at any time under the following exemptions under the Prospectus Regulation:

(a) to any legal entity which is a qualified investor as defined under the Prospectus Regulation;

(b) to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the representatives; or

(c) in any other circumstances falling within Article 1(4) of the Prospectus Regulation;

provided that no such offer of the shares shall require us or any representative to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.

For the purposes of this provision, the expression an “offer to the public” in relation to the shares in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the offer and any shares to be offered so as to enable an investor to decide to purchase any shares, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129 (as amended).

United Kingdom

Each underwriter has represented and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of

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Section 21 of the Financial Services and Markets Act 2000 (FSMA)) received by it in connection with the issue or sale of the shares in circumstances in which Section 21(1) of the FSMA does not apply to us; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares in, from or otherwise involving the United Kingdom.

No shares have been offered or will be offered pursuant to the offering to the public in the United Kingdom prior to the publication of a prospectus in relation to the shares which has been approved by the Financial Conduct Authority, except that the shares may be offered to the public in the United Kingdom at any time:

(i) to any legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus Regulation;

(ii) to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the UK Prospectus Regulation), subject to obtaining the prior consent of the representatives for any such offer; or

(iii) in any other circumstances falling within Section 86 of the FSMA;

provided that no such offer of the shares shall require us or any representative to publish a prospectus pursuant to Section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation.

For the purposes of this provision, the expression an “offer to the public” in relation to the shares in the United Kingdom means the communication in any form and by any means of sufficient information on the terms of the offer and any shares to be offered so as to enable an investor to decide to purchase or subscribe for any shares and the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.

This prospectus is only for distribution to and directed at: (i) in the United Kingdom, persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Order), and high net worth entities falling within Article 49(2)(a) to (d) of the Order; (ii) persons who are outside the United Kingdom; and (iii) any other person to whom it can otherwise be lawfully distributed, or all such persons together, Relevant Persons. Any investment or investment activity to which this prospectus relates is available only to and will be engaged in only with Relevant Persons, and any person who is not a Relevant Person should not rely on it.

Hong Kong

The securities have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the securities has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Japan

The securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and, accordingly, will not be offered or sold, directly or indirectly, in

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Japan, or for the benefit of any Japanese Person or to others for re-offering or resale, directly or indirectly, in Japan or to any Japanese Person, except in compliance with all applicable laws, regulations and ministerial guidelines promulgated by relevant Japanese governmental or regulatory authorities in effect at the relevant time. For the purposes of this paragraph, “Japanese Person” means any person resident in Japan, including any corporation or other entity organized under the laws of Japan.

Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the securities were not offered or sold or caused to be made the subject of an invitation for subscription or purchase and will not be offered or sold or caused to be made the subject of an invitation for subscription or purchase, and this prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the securities, has not been circulated or distributed, nor will it be circulated or distributed, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act (Chapter 289) of Singapore, as modified or amended from time to time (the SFA)) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor;

securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the securities pursuant to an offer made under Section 275 of the SFA except:

(a) to an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

(b) where no consideration is or will be given for the transfer;

(c) where the transfer is by operation of law; or

(d) as specified in Section 276(7) of the SFA.

Switzerland

The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (the SIX), or on any other stock exchange or regulated trading facility in Switzerland. This prospectus has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this prospectus nor any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this prospectus nor any other offering or marketing material relating to us, the offering, or the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this prospectus will

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not be filed with, and the offering of shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (FINMA), and the offering of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (CISA). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of the shares.

Dubai International Financial Centre

This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (DFSA). This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.

Australia

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission, in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (Corporations Act), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of the shares may only be made to persons (Exempt Investors), who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares without disclosure to investors under Chapter 6D of the Corporations Act.

The shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring the shares must observe such Australian on-sale restrictions.

This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

Israel

In the State of Israel this prospectus shall not be regarded as an offer to the public to purchase shares of Class A common stock under the Israeli Securities Law, 5728 - 1968, which requires a prospectus to be published and authorized by the Israel Securities Authority, if it complies with certain provisions of Section 15 of the Israeli Securities Law, 5728 - 1968, including, inter alia, if: (i) the offer is made, distributed or directed to not more than 35 investors, subject to certain conditions (the Addressed Investors); or (ii) the offer is made, distributed or directed to certain qualified investors defined in the First Addendum of the Israeli Securities Law, 5728 - 1968, subject to certain conditions (the Qualified Investors). The Qualified Investors shall not be taken

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into account in the count of the Addressed Investors and may be offered to purchase securities in addition to the 35 Addressed Investors. The company has not and will not take any action that would require it to publish a prospectus in accordance with and subject to the Israeli Securities Law, 5728 - 1968. We have not and will not distribute this prospectus or make, distribute or direct an offer to subscribe for Class A common stock to any person within the State of Israel, other than to Qualified Investors and up to 35 Addressed Investors.

Qualified Investors may have to submit written evidence that they meet the definitions set out in of the First Addendum to the Israeli Securities Law, 5728 - 1968. In particular, we may request, as a condition to be offered Class A common stock, that Qualified Investors will each represent, warrant and certify to us and/or to anyone acting on our behalf: (i) that it is an investor falling within one of the categories listed in the First Addendum to the Israeli Securities Law, 5728 - 1968; (ii) which of the categories listed in the First Addendum to the Israeli Securities Law, 5728 - 1968 regarding Qualified Investors is applicable to it; (iii) that it will abide by all provisions set forth in the Israeli Securities Law, 5728 - 1968 and the regulations promulgated thereunder in connection with the offer to be issued Class A common stock; (iv) that the shares of Class A common stock that it will be issued are, subject to exemptions available under the Israeli Securities Law, 5728 - 1968: (a) for its own account; (b) for investment purposes only; and (c) not issued with a view to resale within the State of Israel, other than in accordance with the provisions of the Israeli Securities Law, 5728 - 1968; and (v) that it is willing to provide further evidence of its Qualified Investor status. Addressed Investors may have to submit written evidence in respect of their identity and may have to sign and submit a declaration containing, inter alia, the Addressed Investor’s name, address and passport number or Israeli identification number.

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LEGAL MATTERS

The validity of the shares of Class A common stock being offered by this prospectus will be passed upon for Andersen Group Inc. by Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, Boston, Massachusetts. Cooley LLP, San Francisco, California is representing the underwriters in connection with this offering.

EXPERTS

The financial statement of Andersen Group Inc. as of April 16, 2025 included in this prospectus and in the Registration Statement has been so included in reliance on the report of BDO USA, P.C., an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The consolidated financial statements of Andersen Tax Holdings LLC as of December 31, 2024 and 2023 and for the years then ended included in this prospectus and in the Registration Statement have been so included in reliance on the report of BDO USA, P.C., an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

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WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act, with respect to the shares of Class A common stock being offered by this prospectus, which constitutes a part of the registration statement. This prospectus does not contain all of the information in the registration statement and its exhibits. For further information with respect to us and the common stock offered by this prospectus, we refer you to the registration statement and its exhibits. Statements contained in this prospectus as to the contents of any contract or any other document referred to are not necessarily complete, and in each instance, we refer you to the copy of the contract or other document filed as an exhibit to the registration statement. Each of these statements is qualified in all respects by this reference.

You can read our SEC filings, including the registration statement, over the internet at the SEC’s website at www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facilities at 100 F Street, N.E., Washington, D.C. 20549. You may also obtain copies of these documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities.

Upon the completion of this offering, we will be subject to the information reporting requirements of the Exchange Act, and we will file reports, proxy statements, and other information with the SEC. These reports, proxy statements, and other information will be available for inspection and copying at the public reference room and web site of the SEC referred to above. We also maintain a website at www.andersen.com, at which you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. However, the information contained in or accessible through our website is not part of this prospectus or the registration statement of which this prospectus forms a part.

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INDEX TO FINANCIAL STATEMENTS

Andersen Group Inc.

	Page
Report of Independent Registered Public Accounting Firm		F-2
Balance Sheet as of April 16, 2025		F-3
Notes to Balance Sheet		F-4
Unaudited Balance Sheet as of June 30, 2025		F-5
Notes to Unaudited Balance Sheet		F-6

Andersen Tax Holdings LLC

	Page
Report of Independent Registered Public Accounting Firm		F-7
Consolidated Balance Sheets as of December 31, 2024 and 2023		F-8
Consolidated Income Statements for the Years Ended December  31, 2024 and 2023		F-9
Consolidated Statements of Changes in Members’ Equity for the Years Ended December 31, 2024 and 2023		F-10
Consolidated Statements of Cash Flows for the Years Ended December  31, 2024 and 2023		F-11
Notes to Consolidated Financial Statements		F-12
Unaudited Condensed Consolidated Balance Sheets as of June  30, 2025 and December 31, 2024		F-39
Unaudited Condensed Consolidated Income Statements for the Six Months Ended June 30, 2025 and 2024		F-40
Unaudited Condensed Consolidated Statements of Changes in Members’ Equity for the Six Months Ended June 30, 2025 and 2024		F-41
Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024		F-42
Notes to Unaudited Condensed Consolidated Financial Statements		F-43

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Stockholders and Board of Directors

Andersen Group Inc.

San Francisco, CA

Opinion on the Financial Statement

We have audited the accompanying balance sheet of Andersen Group Inc. (the “Company”) as of April 16, 2025, and the related notes (collectively referred to as the “financial statement”). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company at April 16, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

The financial statement is the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.

/s/ BDO USA, P.C.

We have served as the Company’s auditor since 2025.

New York, New York

April 25, 2025

F-2

ANDERSEN GROUP INC.

BALANCE SHEET

April 16, 2025

	April 16, 2025
Assets	$	—
Stockholders’ equity
Stockholders’ equity
Class A Common stock, $0.0001 par value, 4,000 shares authorized, 0 shares issued and outstanding	$	—
Class B Common stock, $0.0001 par value, 1,000 shares authorized, 0 shares issued and outstanding		—
Total stockholders’ equity	$	—

See accompanying notes to financial statement

F-3

Note 1. Organization

Andersen Group Inc. (the “Company”) was incorporated as a Delaware corporation on April 15, 2025. Pursuant to a planned reorganization into a holding company structure, the Company will be a holding company and its principal asset will be a controlling equity interest in Andersen Tax Holdings LLC. As the sole managing member of Andersen Tax Holdings LLC, the Company will operate and control all the business and affairs of Andersen Tax Holdings LLC, and through Andersen Tax Holdings LLC and its subsidiaries, conduct the Company’s business.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The balance sheet has been prepared in accordance with accounting principles generally accepted in the United States of America. Separate statements of income, stockholders’ equity and cash flows have not been presented because there have been no activities in this entity.

Note 3. Stockholders’ Equity

The Company, under its certificate of incorporation dated April 15, 2025, is authorized to issue 5,000 shares of common stock, par value $0.0001 per share (“Common Stock”), of which 4,000 shares are designated Class A common stock (“Class A Common Stock”) and 1,000 shares are designated as Class B common stock (“Class B Common Stock”).

Note 4. Subsequent Events

The Company has evaluated subsequent events through April 25, 2025, the date the financial statement was available to be issued and concluded that no subsequent events have occurred that would require recognition or disclosure.

F-4

ANDERSEN GROUP INC.

UNAUDITED BALANCE SHEET

June 30, 2025

	June 30, 2025
Assets	$	—
Stockholders’ equity
Stockholders’ equity
Class A Common stock, $0.0001 par value, 4,000 shares authorized, 0 shares issued and outstanding	$	—
Class B Common stock, $0.0001 par value, 1,000 shares authorized, 0 shares issued and outstanding		—
Total stockholders’ equity	$	—

See accompanying notes to unaudited balance sheet

F-5

ANDERSEN GROUP INC.

NOTES TO UNAUDITED BALANCE SHEET

Note 1. Organization

Andersen Group Inc. (“the Company”) was incorporated as a Delaware corporation on April 16, 2025. Pursuant to a planned reorganization into a holding company structure, the Company will be a holding company and its principal asset will be a controlling equity interest in Andersen Tax Holdings LLC. As the sole managing member of Andersen Tax Holdings LLC, the Company will operate and control all the business and affairs of Andersen Tax Holdings LLC, and through Andersen Tax Holdings LLC and its subsidiaries, conduct the Company’s business.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The unaudited balance sheet has been prepared in accordance with accounting principles generally accepted in the United States of America. Separate statements of income, stockholders’ equity and cash flows have not been presented because there have been no activities in this entity.

Note 3. Stockholders’ Equity

The Company, under its certificate of incorporation dated April 16, 2025, is authorized to issue 5,000 shares of common stock, par value $0.0001 per share (“Common Stock”), of which 4,000 shares are designated Class A common stock (“Class A Common Stock”) and 1,000 shares are designated as Class B common stock (“Class B Common Stock”).

Note 4. Subsequent Events

The Company has evaluated subsequent events through August 12, 2025, the date the unaudited balance sheet was available to be issued and concluded that no additional subsequent events have occurred that would require recognition or disclosure.

F-6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Members and Board of Directors

Andersen Tax Holdings LLC

San Francisco, CA

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Andersen Tax Holdings LLC (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of income, changes in members’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ BDO USA, P.C.

We have served as the Company’s auditor since 2024.

New York, New York

April 25, 2025

F-7

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands)

	December 31,
	2024		2023
Assets
Current assets:
Cash and cash equivalents	$	87,993	$	71,708
Accounts receivable, net of allowance for credit losses of $3,071 and $4,405, respectively		117,848		109,101
Loans and notes receivable from related parties, net of allowance for credit losses of $1,480 and $1,150, respectively		436		483
Investments in held to maturity debt securities, current		22,485		18,611
Prepaid expenses and other current assets		17,615		17,350
Total current assets		246,377		217,253
Loans and notes receivable from related parties, net of allowance for credit losses of $7,131 and $3,790, respectively		2,184		1,767
Property and equipment, net		32,743		31,805
Operating lease right-of-use assets		76,908		80,393
Intangible assets, net		2,331		2,378
Investments in held to maturity debt securities		8,066		5,807
Goodwill		30,078		30,078
Total assets	$	398,687	$	369,481
Liabilities and members’ equity
Current liabilities:
Accounts payable and other accrued expenses	$	16,869	$	10,494
Accrued payroll and benefits		37,690		27,892
Deferred revenue		15,581		14,300
Operating lease liabilities, current		17,074		14,825
Other current liabilities		7,227		7,102
Total current liabilities		94,441		74,613
Operating lease liabilities, noncurrent		90,881		95,998
Other liabilities		17,116		21,372
Total liabilities		202,438		191,983
Commitments and contingencies (Note 13)
Members’ equity:
Members’ equity		196,249		177,498
Total liabilities and members’ equity	$	398,687	$	369,481

See accompanying notes to consolidated financial statements.

F-8

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

CONSOLIDATED INCOME STATEMENTS

(in thousands)

	Year Ended December 31,
	2024			2023
Revenue	$	731,593		$	639,111
Operating expenses:
Cost of services (excluding depreciation and amortization)		461,777			399,900
Sales, general and administrative		131,947			114,661
Depreciation and amortization		8,325			7,691
Total operating expenses		602,049			522,252
Operating income		129,544			116,859
Interest income		4,524			2,660
Interest expense		(64	)		(138	)
Other income, net		3,192			1,559
Income before income tax expense		137,196			120,940
Income tax expense		2,395			2,257
Net income	$	134,801		$	118,683

See accompanying notes to consolidated financial statements.

F-9

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY

(in thousands)

	Members’ Equity		Undistributed Earnings			Total Members’ Equity
Balance at December 31, 2022	$	6,759	$	141,631		$	148,390
Adoption of ASC 326		—		725			725
Net income		—		118,683			118,683
Distributions		—		(90,300	)		(90,300	)
Balance at December 31, 2023	$	6,759	$	170,739		$	177,498
Net income		—		134,801			134,801
Distributions		—		(116,050	)		(116,050	)
Balance at December 31, 2024	$	6,759	$	189,490		$	196,249

See accompanying notes to consolidated financial statements.

F-10

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Year Ended December 31,
	2024			2023
Cash flows from operating activities:
Net income	$	134,801		$	118,683
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		8,325			7,691
Non-cash lease expense		12,914			11,405
Provision for credit losses on accounts receivable		(870	)		(328	)
Amortization of discount on held to maturity debt securities		(1,064	)		(696	)
Deferred income tax		(102	)		171
Provision for credit losses on loans and notes receivable from related parties		3,671			500
Other, net		(30	)		651
Changes in operating assets and liabilities:
Accounts receivable		(7,876	)		(14,519	)
Prepaid expenses and other assets		348			(2,348	)
Accounts payable and other accrued expenses		6,376			4,400
Accrued payroll and benefits		9,797			(1,863	)
Other current liabilities		173			2,521
Deferred revenue		1,281			(1,083	)
Operating lease liabilities		(12,297	)		(13,491	)
Other liabilities		(3,136	)		6,372
Net cash provided by operating activities		152,311			118,066
Cash flows from investing activities:
Purchases of held to maturity debt securities		(28,198	)		(36,964	)
Proceeds from maturity of held to maturity debt securities		23,132			30,288
Issuance of loans and notes receivable from related parties		(6,286	)		(4,133	)
Proceeds from loans and notes receivable from related parties		2,114			3,690
Payments for purchases of property and equipment		(8,596	)		(4,899	)
Payments for capitalized internal-use software costs		(622	)		(606	)
Net cash used in investing activities		(18,456	)		(12,624	)
Cash flows from financing activities:
Deferred consideration payments for business combination		(800	)		(800	)
Principal payments under finance lease obligations		(105	)		(139	)
Payments of deferred offering costs		(615	)		—
Distributions		(116,050	)		(90,300	)
Net cash used in financing activities		(117,570	)		(91,239	)
Net change in cash and cash equivalents		16,285			14,203
Cash and cash equivalents at beginning of period		71,708			57,505
Cash and cash equivalents at end of period	$	87,993		$	71,708
Supplemental disclosures
Interest paid	$	12		$	18
Income taxes paid	$	2,380		$	1,557
Non-cash investing and financing transactions
Property and equipment acquired through finance leases	$	—		$	331
Right-of-use assets obtained in exchange for lease liabilities	$	9,429		$	8,061

See accompanying notes to consolidated financial statements.

F-11

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Business Description

Andersen Tax Holdings LLC and its 100% wholly owned subsidiaries, which are all Delaware limited liability companies, (collectively, the “Company”) is a national independent professional services firm focused on providing a wide range of tax, valuation, financial advisory and related consulting services (including, through its subsidiary, Andersen Tax LLC, certain services acting as a registered investment advisor). As of December 31, 2024, the Company has 26 offices in 13 states and the District of Columbia.

The Company was formed on December 31, 2007, to execute the acquisition of an existing business by MD Management LLC and MD Investment LLC (collectively, the “MD Entities”), holders of 10% and 90% membership interests, respectively, in the Company.

On June 26, 2013, the Company became a member firm in Andersen Global, a Swiss verein established under articles 60-79 of the Swiss Civil Code. Each member firm provides services in a defined geographic area and is subject to the laws and professional regulations of the particular country or countries in which it operates. The Articles of Association of Andersen Global provide for the autonomy of its member firms and specifically require each member firm to retain and remain solely responsible for its own legal obligations to third parties and its partners or managing directors and employees, arising before or after the formation of Andersen Global, including all debts and obligations.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities & Exchange Commission (“SEC”). Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”).

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Andersen Tax Holdings LLC and its 100% wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

The Company does not have any controlling interest in, and is not the primary beneficiary of, any other member firm of Andersen Global. Accordingly, these entities are considered related parties solely as a result of the memberships in the Swiss verein discussed above. These member firm entities are not consolidated in the Company’s financial statements.

One of the non-U.S. member firms is a Variable Interest Entity (“VIE”), as defined in ASC Topic 810 (“ASC 810”), Consolidation. ASC 810 requires the consolidation of VIEs in which the entity is defined as the primary beneficiary of the VIE. To be a primary beneficiary, an entity must have the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, among other factors. The Company has assessed its variable interests in this entity and determined that the Company is not the primary beneficiary. In completing the assessment, the identified activities that the Company considers most significant to the economic performance of this entity and determined that the Company does not have the power to direct those activities. As a result, that entity’s financial position and results of operations are not consolidated in the Company’s

F-12

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

balance sheet and income statement. The Company’s carrying value and exposure to loss is comprised of loans to the VIE included in loans and notes receivable from affiliates, net of allowance for credit losses and amounts due from the VIE included in prepaid expenses and other current assets. As of December 31, 2024 and 2023, the total carrying value of these items was $0.2 million and $1.7 million, respectively. As of December 31, 2024 and 2023, the Company’s maximum exposure to loss related to the loans receivable and amounts due from the VIE was $6.3 million and $6.1 million, respectively, excluding the allowance for credit loss on the loans receivable from the VIE.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates include but are not limited to the assessment of the recoverability of goodwill and intangible assets, valuation and expected lives of tangible and intangible assets, allowance for credit losses, and certain accrued liabilities. Due to the inherent uncertainty in making those assumptions, actual results could differ from those estimates.

Emerging Growth Company Status

The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies.

The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is no longer an emerging growth company or affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards based on public company effective dates.

Segment Information

ASC Topic 280, Segment Reporting establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise where discrete financial information is available and evaluated regularly by the Chief Operating Decision Maker (“CODM”), in deciding how to allocate resources and in assessing performance. The Company’s CODM is the Chief Executive Officer (“CEO”). The Company operates in one segment based upon the financial information used by its CODM in evaluating the financial performance of its business and allocating resources. The single segment represents the Company’s core business of providing tax, valuation, financial advisory and related consulting services to its clients. See Note 15 for further information on the Company’s reporting segment.

Cash and Cash Equivalents

Cash equivalents include demand deposits, money market funds, and highly liquid debt securities with maturities when acquired of three months or less. As of December 31, 2024 and 2023, the Company maintained cash balances in interest bearing and non-interest bearing cash deposit accounts.

F-13

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2024 and 2023, the Company had substantially all of its cash deposited at one large financial institution, with balances that are in excess of federally insured levels. The Company regularly monitors the financial stability of its financial institutions and believes that it is not exposed to any significant credit risk in cash and cash equivalents.

Interest and other income for the years ended December 31, 2024 and 2023 includes interest earned by the Company on its short-term cash equivalent investments and interest-bearing bank deposits of $2.9 million and $1.5 million, respectively.

Accounts Receivable and Allowance for Credit Losses

The Company’s accounts receivable are recorded at amounts billed to clients and are presented on the consolidated balance sheet net of an allowance for credit losses. The Company’s unbilled services are services performed, but not yet billed to clients and are presented as a component of accounts receivable on the consolidated balance sheet at net realizable value and net of an allowance for credit losses. The Company estimates its allowance for credit losses based on historical experience, the age of the receivable balances, and current and future economic conditions, among other factors that may affect the Company’s ability to collect from clients.

Concentration of Credit Risk

Financial instruments that may be subject to concentration of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company places its cash and cash equivalents with highly-rated financial institutions. The Company has not experienced any losses on its deposits of cash and cash equivalents.

The Company’s client base consists of a broad range of individuals and businesses in a variety of industries primarily located throughout the United States. No single client accounted for more than 10% of revenue or accounts receivable for the years ended December 31, 2024 and 2023. The Company believes that the geographic and industry diversity of its client base throughout the United States minimizes the risk of incurring material losses due to concentrations of credit risk.

Fair Value Measurement

Fair value accounting is applied for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis, at least annually. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Assets and liabilities recorded at fair value in the consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are directly related to the amount of subjectivity, associated with the inputs to the valuation of these assets or liabilities, are as follows:

Level 1: Observable inputs, such as quoted prices in active markets for identical assets and liabilities.

Level 2: Inputs other than the quoted prices in active markets that are observable either directly or indirectly.

Level 3: Unobservable inputs, in which there is little or no market data which require the Company to develop its own assumptions.

F-14

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Observable inputs are based on market data obtained from independent sources. Unobservable inputs reflect the Company’s assessment of the assumptions market participants would use to value certain financial instruments. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The categorization of financial instruments within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The carrying amounts of certain financial instruments, including cash held at financial institutions, accounts receivable and accounts payable approximate fair value due to their short-term maturities. See Note 5 for more information on the fair value of financial assets and liabilities.

Property and Equipment

Property and equipment are stated at cost and are depreciated using the straight-line method over their estimated useful lives, as follows:

Furniture and fixtures	5 years
Office equipment	3 to 5 years
Computer equipment	5 years
Computer software	3 to 5 years

Leasehold improvements and office equipment acquired under finance leases are amortized over the lesser of the term of the related lease or the estimated useful lives of the assets. Expenditures for replacements and betterments are capitalized and expenditures relating to maintenance and repairs are charged to expense as incurred.

Leases

The Company determines if an arrangement is or contains a lease at inception by assessing whether the arrangement contains an identified asset and whether it has the right to control the use of the identified asset over the term of the arrangement. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease liabilities are recognized at the lease commencement date based on the present value of future lease payments over the lease term. To determine the present value of lease payments, the Company uses the implicit interest rate, if it is readily determinable or estimable. To the extent that the Company is unable to utilize an interest rate implicit in the lease, the collateralized incremental borrowing rate is used based on the information available at the lease commencement date, in determining the present value of lease payments. ROU assets are based on the measurement of the lease liability and include any lease payments made prior to or on lease commencement and initial direct costs incurred and exclude lease incentives, as applicable.

The Company has elected not to separate lease and non-lease components for any leases within its existing classes of assets, therefore the Company accounts for lease and non-lease components as a single lease component. Payments under the Company’s lease arrangements are primarily fixed; however, certain lease arrangements contain variable payments, which are expensed as incurred and not included in the measurement of the ROU assets and lease liabilities. These amounts include payments for common-area maintenance, real estate taxes, and utilities which are based on usage or performance. Lease terms may include options to extend or terminate the lease when it is reasonably certain the Company will exercise any such options. The Company has made the policy election to exempt leases with an original term of less than 12 months, including any renewal or extension options that are reasonably certain to be exercised and that do not include a purchase option whose exercise is reasonably certain, for all classes of underlying assets to which the right of use relates.

F-15

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Operating leases are included in operating right-of-use assets, operating lease liability, current and operating lease liability, noncurrent line items in the Company’s consolidated balance sheets. The Company recognizes lease expense for its operating leases on a straight-line basis over the term of the lease. Finance leases are included in property and equipment, net, other current liabilities, and other liabilities in the Company’s consolidated balance sheets.

Capitalized Internal Use Software

The Company incurs development costs related to its internal use software. The Company capitalizes these software development costs incurred during the application development stage, including activities such as designing, coding, testing, and implementing software to create functional and deployable solutions. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Once the project is substantially complete and ready for its intended use, these costs are amortized on a straight-line basis over the estimated useful life of the software, generally 3 years. Costs capitalized as internal-use software development costs include eligible salaries and compensation-related costs of employees and costs incurred in developing new features and enhancements when the costs will result in additional functionality. Capitalized internal use software is classified as intangible assets, net on the consolidated balance sheets.

Implementation Costs for Cloud Computing Arrangements

The Company incurs costs to implement cloud computing arrangements that are service contracts including eligible salaries and compensation-related costs of employees and third-party consulting fees. The Company capitalizes costs incurred during the application development stage of a project. These costs are amortized on a straight-line basis over the term of the hosting service contracts, including renewal periods that are reasonably certain to be exercised. These costs are recognized as a component of sales, general and administrative expenses on the consolidated income statement. Capitalized implementation costs primarily relate to the implementation of a new ERP system, which was launched in 2021. As of December 31, 2024, the Company continues to progress with additional functionality and integrations. These capitalized costs are included as a component of prepaid expenses and other current assets on our consolidated balance sheet.

As of December 31, 2024 and 2023, capitalized implementation costs for cloud computing arrangements totaled $1.2 million and $1.9 million, respectively, net of accumulated amortization. During the years ended December 31, 2024 and 2023, the Company recognized amortization of capitalized implementation costs of $0.9 million and $0.9 million, respectively.

Intangible Assets

Intangible assets resulting from the acquisition of entities are accounted for using the acquisition method based on management’s estimate of the fair value of assets received. Intangible assets are finite lived and mainly consist of client relationships, intellectual property, trademarks and tradenames. These intangible assets are amortized on a straight-line basis over their estimated useful lives. Client relationships and other intangible assets are amortized over a five-year period. Trade name and intellectual property assets are amortized over a three and five-year period, respectively.

Impairment of Long-Lived Assets

Long-lived assets, including property and equipment, right-of-use assets, and intangibles assets, are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the

F-16

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

undiscounted future cash flows expected to result from the use and eventual disposition of the asset. The amount of impairment loss, if any, is measured as the difference between the carrying value of the asset and its estimated fair value. The Company estimates fair value based on the best information available, making necessary estimates, judgments, and projections. For purposes of these tests, long-lived assets must be grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The Company determined that there were no indicators that warranted an impairment analysis and therefore there were no impairment losses for the years ended December 31, 2024 and 2023.

Investments in Held to Maturity Debt Securities

The Company maintains a portfolio of investments in U.S. Treasury securities at one large financial institution with maturities at the time of purchase of greater than 90 days up to two years. As the Company has the intent and ability to hold these securities to maturity, they are carried at amortized cost. Interest income and the amortization of discounts and premiums are recorded in interest income on the consolidated income statements.

Interest income for the years ended December 31, 2024 and 2023 includes interest earned by the Company from held to maturity debt securities of $1.5 million and $0.9 million, respectively. As of December 31, 2024 and 2023, the Company has not recognized an allowance for expected credit losses related to held to maturity securities as the holdings are all U.S. Treasury securities. The United States has a consistent high credit rating by rating agencies, a long history with no credit losses, is a sovereign entity that can print its own currency and has its currency routinely held by central banks as a reserve currency, and the market rate for U.S. Treasury securities is widely recognized as a risk-free rate. The Company has also not identified any unrealized losses for these investments attributable to credit factors. The Company does not intend to sell the investments before maturity, and it is not more likely than not that it will be required to sell the investments before recovery of its amortized cost basis.

Goodwill

Goodwill reflects the excess of the consideration transferred, including the fair value of any contingent consideration, over the assigned fair values of the identifiable net assets acquired.

The Company was formed on December 31, 2007, to execute the acquisition of an existing business by the MD Entities. In connection with this transaction, the Company recorded goodwill and intangible assets of $28.6 million and $23.0 million, respectively.

On June 1, 2022, the Company acquired a formerly unrelated real estate consulting firm with 15 employees operating in California and New York. The transaction was accounted for as a business combination under the purchase method of accounting. The Company made payments of $0.8 million at closing and upon the first anniversary date. The Company is also obligated to make additional payments of $0.8 million in each of the years 2023 through 2026. The deferred consideration was initially recognized at its fair value at the acquisition date and included as part of the purchase price. The deferred consideration is subsequently accounted for using the interest method, with the amortization of the discount recognized in earnings as a component of interest expense. The remaining deferred consideration is included in other current liabilities and other liabilities on the consolidated balance sheets.

The Company is also obligated to make certain additional contingent consideration payments based on the financial performance of the real estate consulting firm and other factors through 2027. The Company recognized

F-17

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

and measured contingent consideration at fair value as of the acquisition date. The fair value of contingent consideration obligations that are classified as liabilities are reassessed each reporting period. Any change in the fair value estimate is recorded in the earnings of that period.

Goodwill is not amortized and is tested for impairment at least on an annual basis on October 1 or more frequently if facts or circumstances indicate that goodwill might be impaired. Goodwill is assessed for impairment using a qualitative or quantitative approach. Where the Company uses the qualitative assessment, first the Company determines if, based on qualitative factors, it is more likely than not that an impairment exists. Factors considered include historical financial performance, macroeconomic and industry conditions, and the legal and regulatory environment. If the qualitative assessment indicates that it is more likely than not that an impairment exists, then a quantitative assessment is performed. The quantitative assessment requires an analysis of several estimates including future cash flows or income consistent with management’s strategic business plans, annual sales growth rates and the selection of assumptions underlying a discount rate based on market data available at the time to determine fair value of the Company or reporting unit. If the fair value is less than the carrying amount an impairment charge for the difference is recorded. The Company concluded that based on the qualitative approach, there was no goodwill impairment as of December 31, 2024 and 2023. There is no accumulated impairment as of December 31, 2024 and 2023.

Compensation Arrangements

Deferred Compensation

The Company established a loyalty retention program effective January 1, 2020, under which employees accrue loyalty bonuses based on their roles and qualifying service years. The Company accounts for this program in accordance with ASC 710, Compensation, and accrues for the bonus payments on a straight-line basis over the service period, and has made an accounting policy election to account for forfeitures as they occur.

Effective January 1, 2023, the Company implemented a deferred compensation plan for non-partner employees holding the title of Director. The plan provides annual awards, the value of which is determined at the discretion of the Board of Directors. Payments are contingent upon the continued employment of participants during the five-year payment period. The Company accounts for this plan in accordance with ASC 710, whereby it accrues deferred compensation liabilities over the payment period. Liabilities are accrued using on a straight-line basis over the service period and are adjusted for changes, such as participant terminations. Cash payments are recorded annually as a reduction of the liability.

The Company administers other discretionary bonus plans to compensate certain Managing Directors through bonuses tied to net income targets, salaries, MD Entity ownership percentages, and other factors. Compensation expenses and related liabilities to these plans are recorded in the financial statements as incurred.

Liabilities for these programs are recorded in current and non-current liabilities, depending on the anticipated timing of payment.

Incentive Compensation

Certain client-serving individuals are eligible for variable incentive compensation arrangements. These generally represent a fixed bonus percentage based upon revenue generated. In some cases, these individuals are subject to minimum guaranteed payments. The Company accrues for such arrangements on a monthly basis as amounts are earned. These costs are recorded as cost of services in the consolidated income statements.

F-18

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Profits Interest

The Board of Directors is authorized to grant awards that qualify as profits interests for U.S. federal income tax purposes in accordance with the Company’s governing documents. Certain entities have been awarded profits interests in the Company on behalf of certain executives and advisers and are considered related parties. These interests grant the recipients the right to certain cash distributions, based upon a percentage of license fees collected from certain trademarks of the Company. A profits interest award is accounted for based on its substance. A profits interest award that is in substance a profit-sharing arrangement or performance bonus would generally not be within the scope of the stock-based compensation guidance under ASC 718, Stock Compensation, and would be accounted for under the guidance for deferred compensation plans under ASC 710 similar to a cash bonus. However, if the arrangement has characteristics more akin to the risks and rewards of equity ownership, the arrangement would be accounted for under stock-based compensation guidance.

The Company analyzes awards granted to recipients at the time they are granted or modified. The Company accounts for profits interests under ASC 710 as a cash bonus plan with performance conditions. The Company accrues compensation expense when it determines payment is probable and estimable, which is when the license fees are collected. The Company will record the corresponding profits interest liability as an other current liability or other liability on the consolidated balance sheets based on the estimated distribution date.

Revenue Recognition

Revenue primarily consists of professional service fees derived from tax, valuation, financial advisory and related consulting services. The Company recognizes revenue as the promised services are provided, in an amount that reflects the consideration which the Company expects to receive in exchange for those services. The Company recognizes revenue following a five-step model: (i) identify contract(s) with a client; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) the Company satisfies the performance obligation(s). For each performance obligation identified, the Company determines at contract inception whether it satisfies the performance obligation over time or satisfies the performance obligation at a point in time. If the Company does not satisfy a performance obligation over time, the performance obligation is satisfied at a point in time. In most of the Company’s client arrangements, the period between client payment and transfer of control of the service is expected to be one year or less. Therefore, the Company has elected the practical expedient to not adjust the amount of consideration for the effects of a significant financing component.

Clients are generally billed for services using an hourly rate or fixed fee. Certain customers may receive discounts and price concessions, which are accounted for as variable consideration in determining the transaction price. Certain of these contracts are contingent upon achieving contractual targets to collect the fee. Revenue recognition for the Company’s different contract types is summarized as follows:

Time and Materials

The Company records revenue over time as services are performed and time and materials are charged to specific client codes. Contractual billings represent amounts that correspond directly with the value provided to the client (e.g., the number of hours worked at contractually agreed-upon rates), and revenue is recognized as amounts become billable in accordance with contractual terms.

Fixed Fees

Revenue from fixed fee contracts is generally recognized using hours incurred to date relative to total estimated hours at completion to measure progress toward satisfying performance obligations and anticipated

F-19

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

realization. Anticipated realization is defined as the fixed fee divided by the product of the hours anticipated to complete a performance obligation and the standard billing rate.

Contingent Fees

Due to the uncertainty of the outcome and the probability that a change in estimate would result in a significant reversal of revenue, the Company has applied a constraint on recording contingent revenue. Revenue is recognized when the constraint has been lifted, which is the date when the contractual target has been achieved, or cash has been collected.

Reimbursable expenses that are billed to clients, primarily relating to travel and out-of-pocket expenses incurred in connection with client engagements, are included in revenue, and an equivalent amount of reimbursable expenses is included in costs of services in the period in which the expense is incurred.

The timing of billings and cash collections may result in unbilled services, accounts receivable and deferred revenue on the consolidated balance sheet. Amounts are billed either at periodic intervals (e.g., monthly or quarterly) or upon the achievement of contractual milestones. Payments received in advance of the client receiving a benefit is a contract liability and is presented as deferred revenue in the consolidated balance sheet. Deferred revenue that is expected to be recognized as revenue within one year is recorded as the current portion of deferred revenue and the remaining portion is recorded as non-current deferred revenue. The Company does not have any non-current deferred revenue at December 31, 2024 and 2023. Other contract balances consist of accounts receivable (including both billed and unbilled services), net of allowance for credit losses.

Operating Expenses

Cost of Services

Cost of services primarily consist of direct expenses related to the production of deliverables under client assignments. This includes personnel costs for revenue-generating personnel, such as wages, benefits, incentive compensation, and sub-consultant costs, software costs, and an allocation of non-personnel costs such as occupancy costs.

Sales, General and Administrative

Sales, general and administrative expenses primarily consist of personnel costs such as wages, benefits, and incentive compensation related to support and administrative functions, and non-personnel costs such as professional fees, business development, occupancy, advertising, recruiting, and training costs. Advertising costs were immaterial during the years ended December 31, 2024 and 2023.

Depreciation and Amortization

Depreciation and amortization expenses primarily consist of depreciation and amortization of the Company’s property and equipment, capitalized software, and acquired intangible assets.

Income Taxes

The Company is organized as a limited liability company for U.S. federal and state income tax purposes. As a result, income or loss is allocated to the members of the MD Entities (“Members”) to be included in their income tax returns, except certain local jurisdictions. The Company accounts for certain state and local income

F-20

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

taxes in accordance with the asset and liability approach for financial accounting and reporting, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

The Company recognizes deferred tax assets to the extent that the Company believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize deferred taxes in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

The Company records uncertain tax positions in accordance with ASC 740, Accounting for Income Taxes on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense in the consolidated statement of income.

Recently Issued Accounting Pronouncements

Changes to U.S. GAAP are established by the FASB in the form of ASUs to the FASB Accounting Standards Codification. ASUs issued which are not specifically listed below were assessed and have already been adopted in a prior period or determined to be either not applicable or are not expected to have a material impact on the Company’s consolidated financial statements and related disclosures.

Recently Adopted Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 introduced a new credit loss methodology which requires earlier recognition of credit losses, while also providing additional transparency about credit risk. The methodology utilizes a lifetime “expected credit loss” measurement objective for the recognition of credit losses for trade receivables, loans, held-to maturity debt securities and other receivables measured at amortized cost at the time the financial asset is originated or acquired. Subsequent to the issuance of ASU 2016-13, the FASB issued several additional ASUs to clarify implementation guidance, provide narrow-scope improvements and provide additional disclosure guidance. The Company adopted this ASU on January 1, 2023 on a modified retrospective basis and recognized an adjustment to members’ equity as of the adoption date of $0.7 million related to the allowance for credit loss on accounts receivable. The standard did not have an impact on any of the Company’s other assets held at amortized cost.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which improves segment disclosure requirements, primarily through enhanced disclosure requirements for significant segment expenses. The improved disclosure requirements apply to all public entities that are required to report segment information, including those with

F-21

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

only one reportable segment. The Company adopted the guidance effective January 1, 2024. The Company has included the additional required disclosures in Note 15.

In March 2024, the FASB issued ASU 2024-01, Scope Application of Profits Interest and Similar Awards (“ASU 2024-01”). ASU 2024-01 adds an illustrative example that includes four fact patterns to demonstrate how an entity should apply the scope guidance in paragraph 718-10-15-3 to determine whether a profits interest award should be accounted for in accordance with ASC 718. The fact patterns in the illustrative example focus on the scope conditions in paragraph 718-10-15-3. The illustrative example is intended to reduce (1) complexity in determining whether a profits interest award is subject to the guidance in ASC 718 and (2) existing diversity in practice. The Company adopted the new guidance on January 1, 2024, and applied this guidance retrospectively to all periods presented in the consolidated financial statements to certain profits interests unit awards which are accounted for under ASC 710. The adoption did not have any impact on the consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. For public business entities, the amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024. The Company is still evaluating the impact of this ASU and the impact on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement (Topic 220): Reporting Comprehensive Income—Expense Disaggregation Disclosures, Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires public companies to disclose, in interim and annual reporting periods, additional information about certain expenses in the consolidated financial statements. The amendments in this ASU will be effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted and is effective on either a prospective basis or retrospective basis. The Company is currently evaluating the potential impact that the adoption of this standard will have on its consolidated financial statements.

Note 3. Revenue

Disaggregation of Revenue

The following table presents the disaggregation of revenue by timing of revenue recognition (in thousands):

	Year Ended December 31,
	2024		2023
Over time	$	727,103	$	632,762
Point in time		4,490		6,349
Total revenue	$	731,593	$	639,111

The Company derives revenue from four service lines:

• Private Client Services: Tax and financial services for individuals and families, focusing on client issues such as multigenerational wealth, charitable giving, and estate planning.

• Business Tax Services: Consulting and compliance services for businesses, assisting organizations with tax planning, compliance and reporting needs.

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ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

• Alternative Investment Funds: Tax and financial-related services for alternative investment funds including family offices, funds of funds, hedge funds, private equity, venture capital and real estate investment trusts.

• Valuation Services: Independent valuation analyses to assist clients in navigating tax laws and regulatory requirements.

The following table presents the disaggregation of revenue by service line (in thousands):

	Year Ended December 31,
	2024		2023
Private client services	$	364,659	$	321,014
Business tax services		261,048		226,343
Alternative investment funds		68,922		58,888
Valuation services		36,964		32,866
Total revenue	$	731,593	$	639,111

The following table presents the disaggregation of revenue by region (in thousands):

	Year Ended December 31,
	2024		2023
East	$	272,348	$	235,931
Central		135,632		115,027
West		323,613		288,153
Total revenue	$	731,593	$	639,111

Substantially all revenue was from services provided in the United States for the years ended December 31, 2024 and 2023.

Remaining Performance Obligations

The revenue recognition standard provides exemptions to the requirements for disclosure of the total transaction price allocated to unsatisfied performance obligations as of the reporting date for performance obligations within contracts of one year or less. The majority of the Company’s contracts with clients have a duration of one year or less. For contracts with a stated duration exceeding one year, these agreements allow both the Company and the client to cancel or terminate without substantial penalty. Therefore, the contract duration does not extend beyond the goods and services already transferred when cancellation or termination rights exist without substantial penalty. As such, the Company does not disclose the total transaction price allocated to unsatisfied performance obligations.

Contract Balances

In the year ended December 31, 2024, the Company also recognized revenue of approximately $14.3 million that was included in deferred revenue on the consolidated balance sheet as of December 31, 2023. In the year ended December 31, 2023, the Company also recognized revenue of approximately $15.4 million that was included in deferred revenue on the consolidated balance sheet as of December 31, 2022.

As of January 1, 2023, the Company included $81.2 million and $12.4 million in accounts receivable and unbilled services, respectively, as components of accounts receivable, net. Refer to Note 4 for further information.

F-23

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4. Accounts Receivable, Net

Accounts receivable, net consists of (in thousands):

	December 31,
	2024			2023
Accounts receivable	$	106,157		$	98,476
Unbilled services		14,762			15,030
Total accounts receivable		120,919			113,506
Allowance for credit loss		(3,071	)		(4,405	)
Total accounts receivable, net	$	117,848		$	109,101

The following table summarizes changes in the allowance for credit loss (in thousands):

	2024			2023
Balance January 1,	$	4,405		$	6,929
Adoption of ASC 326		—			(725	)
Reduction in provision		(870	)		(328	)
Write-offs, net of recoveries		(464	)		(1,471	)
Balance December 31,	$	3,071		$	4,405

Note 5. Financial Instruments and Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis (in thousands):

	December 31, 2024
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents
Money market funds	$	77,451	$	—	$	—	$	77,451
Liabilities
Other liabilities
Contingent consideration	$	—	$	—	$	192	$	192

	December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents
Money market funds	$	25,065	$	—	$	—	$	25,065
Liabilities
Other liabilities
Contingent consideration	$	—	$	—	$	514	$	514

F-24

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Changes in contingent consideration measured at fair value on a recurring basis for the years ended December 31, 2024 and 2023 were as follows (in thousands):

	2024			2023
Balance January 1,	$	514		$	446
Remeasurement (gain)/loss		(322	)		68
Balance December 31,	$	192		$	514

Liabilities Measured at Fair Value on a Nonrecurring Basis

The fair value of the Company’s deferred consideration liability included within other current liabilities and other liabilities was approximately $1.5 million and $2.1 million as of December 31, 2024 and 2023, respectively, based on unobservable inputs and categorized as Level 3.

Investments in Held to Maturity Debt Securities

The Company holds U.S. Treasury securities that are “off-the-run” as they were issued before the most recent issue and were still outstanding at measurement day. The Company classifies the fair value of these items as Level 2 fair value measurements as the pricing is obtained from a third-party service that uses observable data. The following table summarizes the amortized cost, unrealized gains, unrealized losses, and fair value in U.S. Treasury securities classified as held-to-maturity (in thousands):

	December 31, 2024
	Amortized cost		Unrealized gains		Unrealized losses			Fair value
Due within one year or less	$	22,485	$	31	$	—		$	22,516
Due between one and two years		8,066		21		(28	)		8,059
Total held to maturity securities	$	30,551	$	52	$	(28	)	$	30,575

	December 31, 2023
	Amortized cost		Unrealized gains		Unrealized losses			Fair value
Due within one year or less	$	18,611	$	31	$	(15	)	$	18,627
Due between one and two years		5,807		32		—			5,839
Total held to maturity securities	$	24,418	$	63	$	(15	)	$	24,466

Loans and Notes Receivable

Loans and notes receivable comprise of loans and advances made to member firms of Andersen Global and employees of the Company. Refer to Note 12 for further detail.

F-25

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 6. Property and Equipment, Net

Property and equipment, net consists of (in thousands):

	December 31,
	2024			2023
Leasehold improvements	$	36,467		$	32,002
Computer equipment		17,862			17,593
Furniture and fixtures		8,374			7,375
Computer software		4,128			3,708
Office equipment		1,233			1,399
Assets under construction		630			1,672
Total property and equipment		68,694			63,749
Less: accumulated depreciation and amortization		(35,951	)		(31,944	)
Total property and equipment, net	$	32,743		$	31,805

Depreciation and amortization expense for the years ended December 31, 2024 and 2023 was $7.6 million and $7.1 million, respectively. As of December 31, 2024 and 2023, the gross amount of office equipment under finance leases was $0.4 million and $0.4 million and the related accumulated amortization was $0.3 million and $0.2 million, respectively.

Note 7. Intangible Assets, Net

Intangible assets, net as of December 31, 2024 consist of (in thousands):

	Gross Carrying Value		Accumulated Amortization		Net
Customer relationships	$	24,271	$	23,570	$	701
Tradenames and trademarks		3,395		3,274		121
Intellectual property		150		78		72
Capitalized internal use software		1,494		57		1,437
Total intangible assets, net	$	29,310	$	26,979	$	2,331

Amortization expense for intangible assets for the year ended December 31, 2024 was $0.7 million.

Intangible assets, net as of December 31, 2023 consist of (in thousands):

	Gross Carrying Value		Accumulated Amortization		Net
Customer relationships	$	24,271	$	23,280	$	991
Tradenames and trademarks		3,395		2,984		411
Intellectual property		150		48		102
Capitalized internal use software		874		—		874
Total intangible assets, net	$	28,690	$	26,312	$	2,378

Amortization expense for intangible assets for the year ended December 31, 2023 was $0.6 million.

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ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Scheduled remaining amortization expense is presented in the table below (in thousands):

Year Ended December 31,	Amortization Expense
2025	$	504
2026		383
2027		138
Thereafter		—
Total	$	1,025

As of December 31, 2024, the Company capitalized internally developed software of $1.3 million for software that is not yet ready for its intended use. This software has a useful life of three years and is expected to commence amortization during the year ended December 31, 2026.

Note 8. Other Balance Sheet Components

Prepaid expenses and other current assets as of December 31, 2024 and 2023 consist of the following (in thousands):

	December 31,
	2024		2023
Prepaid expenses	$	10,717	$	10,353
Due from related parties		2,829		3,653
Other current assets		4,069		3,344
Total prepaid expenses and other current assets	$	17,615	$	17,350

Other current liabilities as of December 31, 2024 and 2023 consist of the following (in thousands):

	December 31,
	2024		2023
Deferred compensation	$	3,234	$	1,873
Due to related parties		2,161		3,375
Deferred consideration		800		800
Income tax payable		670		765
Finance lease liabilities		109		105
Contingent consideration		44		—
Other current liabilities		209		184
Total other current liabilities	$	7,227	$	7,102

F-27

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Other liabilities as of December 31, 2024 and 2023 consist of the following (in thousands):

	December 31,
	2024		2023
Deferred compensation, net of current portion	$	15,769	$	18,699
Deferred consideration, net of current portion		725		1,473
Deferred tax liability		455		558
Contingent consideration, net of current portion		148		514
Finance lease liability, net of current portion		19		128
Total other liabilities	$	17,116	$	21,372

Further information on the amounts included as deferred compensation in other current liabilities and other liabilities on the consolidated balance sheets in Note 10.

Note 9. Revolving Line of Credit

In the normal course of business, the Company maintains a $20.0 million revolving line of credit (the “Credit Agreement”) with a financial institution. The Credit Agreement is collateralized by substantially all the assets of the Company.

The Credit Agreement includes a sublimit of $5.0 million for standby letters of credit, and the interest rate for cash borrowing under the Credit Agreement is the Prime rate with a floor of 5.0%. As of December 31, 2024 and 2023, the Company had outstanding standby letters of credit of $1.3 million and $1.3 million, respectively. The Company had no cash borrowings during the years ended December 31, 2024 and 2023. The Company’s outstanding letter of credit is subject to a commitment fee of 1.5% per annum. These fees are included in sales, general and administrative expenses and are immaterial for the years ended December 31, 2024 and 2023.

During the year ended 2024, the Company complied with the financial and liquidity covenants required by the Credit Agreement.

Note 10. Employee Compensation and Benefits

Deferred Compensation

Effective January 1, 2020, the Company established a loyalty retention program for eligible employees. Participants accrue loyalty bonuses over the course of 3 to 5 years. Payouts to participants are determined by the role of each employee and their qualifying service years. The Company estimated these amounts based on the aforementioned factors and recognizes these amounts on a straight-line basis over the service period. The Company recognized $5.9 million and $1.3 million of expense in cost of services and sales, general and administrative, respectively, related to the loyalty retention program during the year ended December 31, 2024. The Company recognized $5.8 million and $1.4 million of expense in cost of services and sales, general and administrative, respectively, related to the loyalty retention program during the year ended December 31, 2023. The Company included approximately $15.8 million in other liabilities related to this program as of December 31, 2024, with the next payment due in 2026. The Company included approximately $18.7 million in other liabilities related to this program as of December 31, 2023.

Effective January 1, 2023, the Company established a deferred compensation plan for non-partner employees holding the title of Director who are eligible once they have five or more years of service as a Director. On an annual basis, eligible participants are granted an award payable in equal installments starting in

F-28

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March of the following five years. The annual award is based on the number of years of service at the Director level for each eligible participant and income allocated to the MD Entities. The plan can be terminated at any time by the Company at its sole discretion, and payment is contingent upon the continued employment of eligible participants during the five-year payment period. The Company recognized $1.3 million and $0.2 million of expense in cost of services and sales, general and administrative, respectively, related to this program for the year ended December 31, 2024. The Company recognized $0.4 million and $0.1 million of expense in cost of services and sales, general and administrative expense, respectively, related to this program for the year ended December 31, 2023. As of December 31, 2024 and 2023, $1.5 million and $0.4 million, respectively, was included in other current liabilities for this program.

The Company pays discretionary bonuses to certain Managing Directors based on a set of formulas related to the Company’s net income targets, each Managing Director’s share of total Managing Director salaries and ownership percentages of the MD Entities, and other factors. The Company recognized $2.3 million of compensation expense in cost of services during the year ended December 31, 2024 and included $1.7 million in other current liabilities as of December 31, 2024. The Company recognized $2.1 million of compensation expense in cost of services during the year ended December 31, 2023 and included $1.4 million in other current liabilities as of December 31, 2023.

The Company pays certain client-serving individuals variable incentive compensation that is typically determined as a fixed bonus percentage based on revenues generated. The Company recognized $2.0 million of compensation expense in cost of services during the year ended December 31, 2024 and included $2.7 million in accrued payroll and benefits as of December 31, 2024. The Company recognized $1.2 million of compensation expense in cost of services during the year ended December 31, 2023 and included $1.7 million in accrued payroll and benefits as of December 31, 2023.

Defined Contribution Plan

The Company maintains a qualified 401(k) Profit Sharing Plan (the “401(k) Plan”) for eligible employees. In 2024 and 2023, employees could contribute a percentage of their pretax compensation subject to IRS limitations, and the Company matched the participants’ contribution up to 25% of the first 6% of each participant’s contribution (or 1.5% of their total compensation). Total matching contributions made to the 401(k) Plan during 2024 and 2023 was $4.2 million and $3.2 million, respectively. The related expense is recognized as either cost of services or sales, general, and administrative expense based on the nature of service of eligible employees.

Note 11. Leases

The Company maintains operating lease agreements for office leases with various expiration dates through December 2033. These leases require monthly lease payments that may be subject to annual increases throughout the lease term. Certain of these leases also include options to extend or terminate the lease. Options to extend lease terms that are reasonably certain of exercise are recognized as part of the operating lease right-of-use asset and operating lease liability balances. The periods associated with these options to renew or extend have not been included in the determination of the operating lease assets or lease liabilities associated with these leases as the Company did not consider it reasonably certain it would exercise the renewal options.

During the year ended December 31, 2024, the Company entered into six new office leases with various expiration dates through October 2029, resulting in aggregate increases of $11.4 million to operating lease liabilities and $8.5 million to operating lease right-of-use assets. During the year ended December 31, 2023, the Company entered into seven new office leases with various expiration dates through November 2028, resulting in aggregate increases of $2.7 million to operating lease liabilities and operating lease right-of-use assets.

F-29

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During the year ended December 31, 2024, the Company modified five of its office leases to extend the lease terms and/or add additional space to the existing leases, resulting in aggregate increases of $0.9 million to operating lease liabilities and operating lease right-of-use assets. During the year ended December 31, 2023, the Company modified eight of its office leases to extend the lease term and/or add additional space to the existing leases, resulting in aggregate increases of $5.4 million to operating lease liabilities and operating lease right-of-use assets.

As of December 31, 2024, the Company has committed to payments of $0.5 million related to an operating lease agreement that had not yet commenced as of December 31, 2024. This operating lease will commence during 2025 with a term through May 2031.

The liabilities under operating leases are recorded at the present value of the minimum lease payments. Lease expense relating to operating leases, consisting of right-of-use asset amortization and lease liability interest, is included in cost of services and sales, general and administrative expenses, allocated based upon headcount of non-remote full-time equivalent employees on the accompanying consolidated income statements for the years ended December 31, 2024 and 2023.

The Company leases certain equipment under finance leases with various expiration dates through February 2026. The liabilities under finance leases are recorded at the present value of the minimum lease payments. Amortization of finance lease right-of-use assets is included in the caption depreciation and amortization on the accompanying consolidated statement of income. Interest expense related to finance leases is included in interest expense on the accompanying consolidated income statements for the years ended December 31, 2024 and 2023.

The following maturity analysis of operating and finance lease liabilities as of December 31, 2024 is approximately as follows (in thousands):

Year Ending December 31,	Operating Leases			Financing Leases
2025	$	22,029		$	114
2026		21,395			19
2027		20,773			—
2028		19,168			—
2029		17,408			—
Thereafter		25,648			—
Total lease payments(1)		126,421			133
Less: amount representing interest		(18,466	)		(5	)
Present value of lease liabilities	$	107,955		$	128

(1) Excludes approximately $0.5 million of legally binding minimum lease payments for leases signed which have not yet commenced.

F-30

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Supplemental balance sheet information is as follows (in thousands):

		December 31,
Leases	Classification	2024		2023
Assets
Operating leases	Operating lease right-of-use assets	$	76,908	$	80,393
Finance leases	Property and equipment, net		120		227
Total lease assets		$	77,028	$	80,620
Liabilities
Current
Operating leases	Operating lease liabilities, current	$	17,074	$	14,825
Finance leases	Other current liabilities		109		105
Noncurrent
Operating leases	Operating lease liabilities, noncurrent		90,881		95,998
Finance leases	Other liabilities		19		128
Total lease liabilities		$	108,083	$	111,056

The components of lease expense as follows for the years presented (in thousands):

	Year Ended December 31,
	2024			2023
Finance lease costs:
Amortization of right-of-use assets	$	106		$	144
Interest on lease liabilities		12			18
Total finance lease costs	$	118		$	162
Operating lease costs:
Fixed lease costs	$	18,702		$	16,985
Variable lease costs		4,543			3,278
Short-term lease costs		78			169
Total operating lease costs	$	23,323		$	20,432
Sublease income		(636	)		(159	)
Total lease costs, net	$	22,805		$	20,435

F-31

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Other information related to leases was as follows (in thousands, except as noted):

	Year Ended December 31,
	2024			2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used in finance leases	$	12		$	18
Operating cash flows used in operating leases		20,607			18,805
Financing cash flows used in finance leases		105			139
Weighted-average remaining lease term (in years):
Weighted average remaining lease term in years—finance leases		1.17			2.14
Weighted average remaining lease term in years—operating leases		6.08			6.94
Weighted-average discount rate:
Weighted average discount rate—finance leases		6.3	%		6.4	%
Weighted average discount rate—operating leases		5.3	%		5.0	%

Note 12. Transactions with Related Parties

Loans and Notes Receivable from Related Parties, Net of Allowance for Credit Losses

Loans and notes receivable due from related parties presented on the consolidated balance sheets include the following (in thousands):

	December 31,
	2024			2023
Member firm loans
Balance January 1,	$	6,506		$	6,539
Advances		4,471			—
Principal received		(34	)		(33	)
Balance December 31,	$	10,943		$	6,506
Employee loan program
Balance January 1,	$	409		$	289
Advances		200			408
Principal received		(190	)		(207	)
Amounts forgiven for employee loans		(131	)		(81	)
Balance December 31,	$	288		$	409
Stewardship funds
Balance January 1,	$	275		$	—
Advances		1,615			3,725
Principal received		(1,890	)		(3,450	)
Balance December 31,	$	—		$	275
Current	$	1,916		$	1,633
Noncurrent		9,315			5,557
Total loans and notes receivable from related parties	$	11,231		$	7,190
Allowance for credit loss		(8,611	)		(4,940	)
Total loans and notes receivable from related parties, net of allowance for credit losses	$	2,620		$	2,250

F-32

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes changes in the allowance for credit loss for loans and notes receivable due from related parties (in thousands):

	2024		2023
Balance January 1,	$	4,940	$	4,440
Provision		3,671		500
Balance December 31,	$	8,611	$	4,940

Interest income includes interest earned on loans and notes receivable from related parties of $0.2 million for the years ended December 31, 2024 and 2023, respectively.

Member Firm Loans

Member firm loans consist of loans made to member firms of Andersen Global. As of December 31, 2024 and 2023 the Company had notes receivable from non-U.S. member firms of Andersen Global with stated principal values totaling $10.9 million ($2.3 million, net of allowance for credit losses), and stated principal values totaling $6.5 million ($1.6 million, net of allowance for credit losses), respectively. The notes bear interest based on variable rates including: the Applicable Federal Rate (AFR), the Prime rate, and the Secured Overnight Financing Rate (SOFR) plus an applicable margin percentage. The notes have maturities up to ten years.

Employee Loan Program

The Company has entered into various agreements with certain employees whereby these individuals receive loans which may be either wholly or in part repaid from the distribution of earnings that the individuals receive or may be forgiven over a period of time. The forgivable portion of these loans is recognized as compensation expense over the life of the loans. As of December 31, 2024, the Company had notes receivable from employees with stated principal values totaling $0.3 million, net of $0.1 million to be forgiven in 2025. As of December 31, 2023, the Company had notes receivable from employees with stated principal values totaling $0.4 million, net of $0.1 million to be forgiven in 2024. The fixed rate loans are based on the Applicable Federal Rate with maturity dates up to two years. The variable rate loan is based on the Prime rate less 25 basis points maturing in March 2030.

Stewardship Funds

During 2021, the Company provided a $2.0 million credit facility to funds formed to the benefit of certain Managing Directors maturing on December 31, 2029, permitting short-term advances up to 30 days with interest payable at the Prime rate. As of December 31, 2024 and 2023, no amounts were due to the Company under this credit facility.

During 2023, the Company provided a $2.0 million credit facility to another fund formed to the benefit of certain Managing Directors maturing on December 31, 2033, permitting short-term advances up to 60 days with interest payable at the Prime rate. As of December 31, 2024, no amounts were due to the Company under this credit facility. As of December 31, 2023, $0.3 million was outstanding bearing interest at the Prime rate of 8.5%.

Trademark and License Fees

The Company earns trademark and license fees from non-U.S. member firms of Andersen Global. The Company recognized $2.4 million and $2.0 million in other income, net during the years ended December 31, 2024 and 2023, respectively.

F-33

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company is required to distribute a portion of trademark and license fees collected to an entity controlled by an executive of the Company until 2048. For the years ended December 31, 2024 and 2023, the Company incurred $0.6 million and $0.5 million of expense in cost of services in the consolidated income statements, respectively. The Company included $0.1 million and $0.1 million in other current liabilities on the consolidated balance sheets as of December 31, 2024 and 2023, respectively. This arrangement was terminated on March 29, 2025.

Andersen Global Commitments

In the normal course of business, the Company funds certain global management costs on behalf of Andersen Global and allocates a portion of these costs to be reimbursed by non-U.S. member firms. As of December 31, 2024 and 2023, amounts due from member firms included in prepaid expenses and other current assets were $1.3 and $3.0 million, respectively and amounts due to member firms included in other current liabilities were $2.0 and $2.3 million, respectively.

Management of Andersen Global has established a program that includes balancing payments that allow more profitable member firms to provide financial assistance for the growth and development of less profitable firms (“Balancing Payments”). For the year ended December 31, 2024, the Company did not have an obligation for Balancing Payments. As of December 31, 2023, the Company included $1.0. million relating to its obligations for Balancing Payments in other current liabilities.

State Tax Payments

The Company remits certain state tax payments on behalf of certain Managing Directors which are recorded as a receivable. The receivable is settled upon the next tax distribution to the MD Entities through a withholding from the gross tax distribution otherwise payable to the Members. As of December 31, 2024 and 2023, balances due from related parties included in prepaid expenses and other current assets were $1.6 and $0.9 million, respectively.

Profits Interests

The Company has issued profits interests to certain entities at the benefit of certain executives and advisers. The Company recognized $0.6 million and $0.5 million of expense in cost of services on the consolidated income statement related to the profits interests were recognized during the years ended December 31, 2024 and 2023, respectively. The Company included balances of $0.1 million and $0.1 million in other current liabilities on the consolidated balance sheets as of December 31, 2024 and 2023, respectively.

Note 13. Commitments and Contingencies

Litigation

The Company has been involved in various legal matters arising out of the ordinary course of business. Management believes such legal matters will not have a material adverse effect on the consolidated balance sheets or income statements of the Company

Employee Legal Matters

As of December 31, 2024, a former Company employee has been named as a defendant in a legal matter. The Company has received reimbursement from its business insurance provider for legal costs it has incurred on behalf of the former employee to date. If the legal matter results in the former Andersen employee being found

F-34

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

guilty, the amounts are subject to a clawback. The Company has accrued a loss contingency for the amounts subject to the clawback. As of December 31, 2024, the Company accrued $9.4 million in accounts payable and other accrued expenses on the consolidated balance sheet in relation to the legal matter, however, it is at least reasonably possible that the estimated amount of the loss could change in the near term.

Other Commitments

The Company entered into an agreement to use certain professional services training facilities (“Training Center Agreement”) for a limited number of days per year, which extends through 2030. Sales, general and administrative expenses include approximately $3.2 million and $3.0 million incurred for these services during the years ended December 31, 2024 and 2023, respectively. The minimum future commitment under the Training Center Agreement is approximately $4.6 million through 2030.

During 2024, the Company signed commitments for software licenses for certain financial accounting systems and cloud hosting services. The contracts require minimum payments through 2031, as follows (in thousands):

Year Ending December 31,	Minimum Commitments
2025	$	3,047
2026		2,847
2027		1,693
2028		1,693
2029		1,693
Thereafter		3,386
Total	$	14,359

Note 14. Income Taxes

The Company is a multi-member limited liability company taxed as a partnership and generally is not subject to U.S. federal and state taxes. However, certain state and local jurisdictions impose an entity level income tax and these amounts are reflected as income taxes in the consolidated financial statements. Each member of the limited liability company is responsible for reporting and paying income tax on their share of income or loss to the extent required by federal and state income tax regulations.

The components of income before income tax expense are as follows (in thousands):

	December 31,
	2024		2023
Domestic	$	137,196	$	120,940
Foreign		—		—
Total	$	137,196	$	120,940

F-35

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Income tax expense (benefit) consists of the following (in thousands):

	Year Ended December 31,
	2024			2023
Current taxes:
Federal	$	—		$	—
State		2,275			1,999
Foreign		222			87
Total current taxes		2,497			2,086
Deferred taxes:
Federal		—			—
State		(102	)		171
Foreign		—			—
Total deferred taxes		(102	)		171
Total provision	$	2,395		$	2,257

The Company’s income tax expense primarily consists of New York City Unincorporated Business Tax, Connecticut Pass-Through Entity Tax, District of Columbia Unincorporated Business Tax and certain foreign withholding taxes.

The Company’s effective tax rate differs from the U.S. federal statutory rate of 21% for 2024 and 2023 as follows:

	Year Ended December 31,
	2024			2023
Federal statutory rate		21.0	%		21.0	%
Permanent differences		0.6	%		0.7	%
State and local taxes		1.6	%		1.8	%
Income/loss not subject to entity level tax		(21.6	)%		(21.7	)%
Foreign withholding taxes		0.2	%		0.1	%
Effective tax rate		1.8	%		1.9	%

F-36

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the deferred tax assets and liabilities were as follows (in thousands):

	December 31,
	2024			2023
Deferred tax assets:
Accrual to cash	$	88		$	—
Subtotal		88			—
Less valuation allowance		—			—
Total deferred tax assets		88			—
Deferred tax liabilities:
Fixed assets		(209	)		(211	)
Intangible assets		(306	)		(313	)
Accrual to cash		—			(11	)
Other		(28	)		(23	)
Total deferred tax liabilities		(543	)		(558	)
Net deferred tax liability	$	(455	)	$	(558	)

In assessing the Company’s ability to recover its deferred tax assets, the Company evaluated whether it is more likely than not that some portion or the entire deferred tax asset will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those periods in which temporary differences become deductible and/or net operating losses can be utilized. The Company considered all positive and negative evidence when determining the amount of the net deferred tax assets that are more likely than not to be realized. This evidence includes, but is not limited to, historical earnings, scheduled reversal of taxable temporary differences, tax planning strategies and projected future taxable income.

Based on the reversal pattern of existing taxable temporary differences, historical operating profitability and projected future taxable income, the Company concluded that its U.S. deferred tax assets are realizable on a more-likely-than-not basis. The Company will continue to evaluate its deferred tax assets to determine whether any changes in circumstances could affect the realization of their future benefit.

The Company applies the applicable authoritative guidance which prescribes a comprehensive model for the manner in which a company should recognize, measure, present and disclose in its financial statements all material uncertain tax positions that the Company has taken or expects to take on a tax return. The Company has no uncertain tax positions.

The open tax years for the U.S. federal income tax return are 2021 through 2024. The state income tax returns have varying statutes of limitations.

Note 15. Segment Reporting

The Company conducts business as a single operating segment for its range of tax, valuation, financial advisory, and related consulting services. In reaching this conclusion, management considers the definition of the Chief Operating Decision Maker (“CODM”), how the business is defined by the CODM, the nature of the information provided to the CODM, and how that information is used to make operating decisions, allocate resources, and assess performance. The Company’s CODM is the chief executive officer. The results of

F-37

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

operations provided to and analyzed by the CODM are at the consolidated level which is the level that the CODM manages the business, allocates resources, makes key resource decisions, and assesses performance.

The key measure of segment profit and loss that the CODM uses to allocate resources and assess performance is the Company’s net income. The table below shows a reconciliation of the Company’s net income, including the significant expense categories regularly provided to and reviewed by the CODM, as computed under U.S. GAAP to the Company’s total net income in the consolidated income statements (in thousands):

	Year Ended December 31,
	2024			2023
	(in thousands)
Revenue	$	731,593		$	639,111
Operating expenses:
Personnel costs	$	462,394		$	403,294
Non-personnel costs(1)		131,330			111,267
Depreciation and amortization		8,325			7,691
Total operating expenses	$	602,049		$	522,252
Total operating income	$	129,544		$	116,859
Interest income		4,524			2,660
Interest expense		(64	)		(138	)
Other income, net		3,192			1,559
Income before taxes	$	137,196		$	120,940
Income tax expense		2,395			2,257
Net income	$	134,801		$	118,683

(1) Non-personnel costs primarily include the provision for credit losses and costs such as occupancy, training, recruiting, and business development.

Assets provided to the CODM are consistent with those reported on the consolidated balance sheets with particular emphasis on the Company’s available liquidity, including its cash, cash equivalents, and financial instruments owned, reduced by current liabilities.

All long-lived assets are maintained in, and all income is attributable to the United States of America.

Note 16. Subsequent Events

Subsequent events have been evaluated through April 25, 2025, which is the date the consolidated financial statements were available to be issued.

The Company entered into 4 new lease agreements in March and April of 2025 with expiration dates through December 2036. The aggregate payments due over the term of these leases are $15.2 million.

On March 29, 2025, the Company entered into a forfeiture agreement with an executive of the Company who had rights to a portion of the trademark and license fees collected. The Company did not provide any consideration to the executive in exchange for the forfeiture. The Company is no longer required to distribute any amounts to the executive going forward.

F-38

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

JUNE 30, 2025 AND DECEMBER 31, 2024

(in thousands)

Assets	June 30, 2025		December 31, 2024
Current assets:
Cash and cash equivalents	$	78,945	$	87,993
Accounts receivable, net of allowance for credit losses of $2,104 and $3,071, respectively		155,497		117,848
Loans and notes receivable from related parties, net of allowance for credit losses of $540 and $1,480, respectively		216		436
Investments in held to maturity debt securities, current		9,249		22,485
Prepaid expenses and other current assets		27,230		17,615
Total current assets		271,137		246,377
Loans and notes receivable from related parties, net of allowance for credit losses of $9,235 and $7,131, respectively		1,905		2,184
Property and equipment, net		31,805		32,743
Operating lease right-of-use assets		73,019		76,908
Intangible assets, net		2,395		2,331
Investments in held to maturity debt securities		2,038		8,066
Deferred tax assets		265		—
Goodwill		30,078		30,078
Total assets	$	412,642	$	398,687
Liabilities and members’ equity
Current liabilities:
Accounts payable and other accrued expenses	$	13,855	$	16,869
Accrued payroll and benefits		48,090		37,690
Deferred revenue		30,291		15,581
Operating lease liabilities, current		16,012		17,074
Other current liabilities		17,223		7,227
Total current liabilities		125,471		94,441
Operating lease liabilities, noncurrent		86,429		90,881
Other liabilities		2,391		17,116
Total liabilities		214,291		202,438
Commitments and contingencies (Note 13)
Members’ equity:
Members’ equity		198,351		196,249
Total liabilities and members’ equity	$	412,642	$	398,687

See accompanying notes to unaudited condensed consolidated financial statements.

F-39

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED INCOME STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(in thousands)

	Six Months Ended June 30,
	2025			2024
Revenue	$	384,058		$	341,565
Operating expenses:
Cost of services (excluding depreciation and amortization)		343,206			224,786
Sales, general and administrative		89,241			67,903
Depreciation and amortization		4,131			4,105
Total operating expenses		436,578			296,794
Operating (loss) /income		(52,520	)		44,771
Interest income		2,230			1,900
Interest expense		(247	)		(32	)
Other income, net		2,293			1,084
(Loss) / income before income tax benefit / (expense)		(48,244	)		47,723
Income tax benefit / (expense)		2,837			(833	)
Net (loss) / income	$	(45,407	)	$	46,890

See accompanying notes to unaudited condensed consolidated financial statements.

F-40

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(in thousands)

	Members’ Equity		Undistributed Earnings			Total Members’ Equity
Balance at December 31, 2023	$	6,759	$	170,739		$	177,498
Net income		—		46,890			46,890
Distributions		—		(54,650	)		(54,650	)
Balance at June 30, 2024	$	6,759	$	162,979		$	169,738
Balance at December 31, 2024	$	6,759	$	189,490		$	196,249
Net loss		—		(45,407	)		(45,407	)
Distributions		—		(82,050	)		(82,050	)
Equity-based compensation		129,559		—			129,559
Balance at June 30, 2025	$	136,318	$	62,033		$	198,351

See accompanying notes to unaudited condensed consolidated financial statements.

F-41

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(in thousands)

	Six Months Ended June 30,
	2025			2024
Cash flows from operating activities:
Net (loss) / income	$	(45,407	)	$	46,890
Adjustments to reconcile net (loss) / income to net cash provided by (used in) operating activities:
Gain on reversal of legal accrual		(9,455	)		—
Equity-based compensation		129,559			—
Depreciation and amortization		4,131			4,105
Non-cash lease expense		6,080			6,295
Provision for credit losses on accounts receivable		(931	)		15
Amortization of discount on held to maturity debt securities		(316	)		(535	)
Deferred income tax		(721	)		(35	)
Provision for credit losses on loans and notes receivable from related parties		1,164			1,500
Other, net		92			126
Changes in operating assets and liabilities:
Accounts receivable		(36,717	)		(36,478	)
Prepaid expenses and other assets		(5,982	)		(1,979	)
Accounts payable and other accrued expenses		6,441			11,442
Accrued payroll and benefits		12,784			10,772
Other current liabilities		(5,690	)		(2,857	)
Deferred revenue		14,710			14,228
Operating lease liabilities		(7,705	)		(4,764	)
Other liabilities		(162	)		3,568
Net cash provided by operating activities		61,875			52,293
Cash flows from investing activities:
Purchases of held to maturity debt securities		—			(15,045	)
Proceeds from maturity of held to maturity debt securities		19,579			10,111
Issuance of loans and notes receivable to related parties		(2,027	)		(2,136	)
Proceeds from loans and notes receivable from related parties		1,295			1,812
Payments for purchases of property and equipment		(2,867	)		(6,985	)
Payments for capitalized internal-use software costs		(376	)		(326	)
Net cash provided by (used in) investing activities		15,604			(12,569	)
Cash flows from financing activities:
Deferred consideration payments for business combination		(800	)		(800	)
Principal payments under finance lease obligations		(44	)		(65	)
Payments of deferred offering costs		(3,633	)		—
Distributions		(82,050	)		(54,650	)
Net cash used in financing activities		(86,527	)		(55,515	)
Net change in cash and cash equivalents		(9,048	)		(15,791	)
Cash and cash equivalents at beginning of period		87,993			71,708
Cash and cash equivalents at end of period	$	78,945		$	55,917
Non-cash investing and financing transactions
Property and equipment acquired through finance leases	$	14		$	—
Right-of-use assets obtained in exchange for lease liabilities	$	4,098		$	2,979
Right-of-use asset and lease liability adjustments due to remeasurement	$	(1,907	)	$	—

See accompanying notes to unaudited condensed consolidated financial statements.

F-42

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Business Description

Andersen Tax Holdings LLC and its 100% wholly-owned subsidiaries, which are all Delaware limited liability companies, (collectively, the “Company”) is a national independent professional services firm focused on providing a wide range of tax, valuation, financial advisory and related consulting services (including certain services acting as a registered investment adviser). As of June 30, 2025, the Company has 26 offices in 13 states and the District of Columbia.

The Company was formed on December 31, 2007, to execute the acquisition of an existing business by MD Management LLC and MD Investment LLC (collectively, the “MD Entities”), holders of 10% and 90% membership interests, respectively, in the Company.

On June 26, 2013, the Company became a member firm in Andersen Global, a Swiss verein established under articles 60-79 of the Swiss Civil Code. Each member firm provides services in a defined geographic area and is subject to the laws and professional regulations of the particular country or countries in which it operates. The Articles of Association of Andersen Global provide for the autonomy of its member firms and specifically require each member firm to retain and remain solely responsible for its own legal obligations to third parties and its partners or managing directors and employees, arising before or after the formation of Andersen Global, including all debts and obligations.

In January 2025, the Company launched Andersen Consulting Holdings LP (“Andersen Consulting”), a Delaware limited partnership. The partnership includes member and collaborating firms which provide consulting services in varying geographic areas and are subject to the laws and professional regulations of the countries in which they operate.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and applicable rules and regulations of the SEC regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this report should be read in conjunction with the consolidated financial statements and accompanying notes included in the annual report for the year ended December 31, 2024. The Company’s business experiences seasonal fluctuations in revenue and net (loss)/income, with a more significant portion of revenue typically realized in the first and third quarters of each year predominantly due to timing of major tax filing deadlines. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial condition, results of operations, and cash flows for the interim periods presented, but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, 2025.

The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates include but are not limited to the assessment of the recoverability of goodwill and intangible assets, valuation and expected lives of tangible and intangible assets, allowance for credit losses, and certain accrued liabilities. Changes in circumstances could cause actual results to differ materially from these estimates. The Company has consistently applied the accounting policies for the periods presented as described in the consolidated financial statements contained in the annual report for the year ended December 31, 2024.

F-43

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of Andersen Tax Holdings LLC and its 100% wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

The Company does not have any controlling interest in, and is not the primary beneficiary of, any other member firm of Andersen Global. Accordingly, these entities are considered related parties solely as a result of the memberships in the Swiss verein discussed above. These member firm entities are not consolidated in the Company’s unaudited condensed consolidated financial statements.

One of the non-U.S. member firms is a Variable Interest Entity (“VIE”), as defined in ASC Topic 810 (“ASC 810”), Consolidation. ASC 810 requires the consolidation of VIEs in which the entity is defined as the primary beneficiary of the VIE. To be a primary beneficiary, an entity must have the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, among other factors. The Company has assessed its variable interests in this entity and determined that the Company is not the primary beneficiary. In completing the assessment, the identified activities that the Company considers most significant to the economic performance of this entity and determined that the Company does not have the power to direct those activities. As a result, that entity’s financial position and results of operations are not consolidated in the Company’s unaudited condensed consolidated balance sheets and condensed consolidated income statements. The Company’s carrying value and exposure to loss is comprised of loans to the VIE included in loans and notes receivable from affiliates, net of allowance for credit losses and amounts due from the VIE included in prepaid expenses and other current assets. As of June 30, 2025 and December 31, 2024, the total carrying value of these items was $0.6 million and $0.2 million, respectively. As of June 30, 2025 and December 31, 2024, the Company’s maximum exposure to loss related to the loans receivable and amounts due from the VIE was $7.3 million and $6.3 million, respectively, excluding the allowance for credit loss on the loans receivable from the VIE.

The Company does not have any controlling interest in, and is not the primary beneficiary of, any member or collaborating firm of Andersen Consulting. These member and collaborating firms are not consolidated in the Company’s unaudited condensed consolidated financial statements.

Equity-Based Compensation

In March 2025, the governing documents of the MD Entities were each amended to allow for the issuance of new Profits Interest Units (“PIUs”) to its members, which are comprised of the Managing Directors in the Company. The PIU grants in the MD Entities were deemed to be transactions incurred on behalf of the Company and the grant of the PIUs to the Company’s Managing Directors are accounted for as equity-based compensation in accordance with ASC Topic 718, Compensation—Stock Compensation. As a result, the expense related to the PIU grants by the MD Entities, as the Company’s controlling unitholders, were pushed down into the Company’s unaudited condensed consolidated financial statements and recognized as a non-cash contribution by the MD Entities.

The expense related to the PIUs is measured at its grant date fair value. The Company used a Probability-Weighted Expected Return Method model to determine the grant date fair value of the PIUs.

The Company recognizes expense over the requisite service period on a straight-line basis, which may be immediate for awards which are fully vested upon issuance. Equity-based compensation expense is recognized within cost of services and sales, general and administrative expenses on the unaudited condensed consolidated income statements based on the function of those receiving awards.

F-44

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”) effective for the annual report for the fiscal year beginning January 1, 2025. The standard requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. The Company is currently evaluating the potential impact that the adoption of this standard will have on its unaudited condensed consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement (Topic 220): Reporting Comprehensive Income—Expense Disaggregation Disclosures, Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires public companies to disclose, in interim and annual reporting periods, additional information about certain expenses in the consolidated financial statements. The amendments in this ASU will be effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted and is effective on either a prospective basis or retrospective basis. The Company is currently evaluating the potential impact that the adoption of this standard will have on its unaudited condensed consolidated financial statements.

In May 2025, the FASB issued ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“VIE”), which provides clarifying guidance on determining the accounting acquirer in certain transactions involving VIEs. The update aims to improve consistency and comparability in financial reporting. The guidance will be effective for annual periods beginning after December 15, 2026, including interim periods within those annual periods. Early adoption is permitted. Upon adoption, the guidance will be applied prospectively. The Company is currently evaluating the potential impact that the adoption of this standard will have on its unaudited condensed consolidated financial statements.

Emerging Growth Company Status

The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies.

The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is no longer an emerging growth company or affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these unaudited condensed consolidated financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards based on public company effective dates.

F-45

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 3. Revenue

Disaggregation of Revenue

The following table presents the disaggregation of revenue by timing of revenue recognition (in thousands):

	Six Months Ended June 30,
	2025		2024
Over time	$	381,149	$	339,565
Point in time		2,909		2,000
Total revenue	$	384,058	$	341,565

The Company derives revenue from four service lines:

• Private Client Services: Tax and financial services for individuals and families, focusing on client issues such as multigenerational wealth, charitable giving, and estate planning.

• Business Tax Services: Consulting and compliance services for businesses, assisting organizations with tax planning, compliance and reporting needs.

• Alternative Investment Funds: Tax and financial-related services for alternative investment funds including family offices, funds of funds, hedge funds, private equity, venture capital and real estate investment trusts.

• Valuation Services: Independent valuation analyses to assist clients in navigating tax laws and regulatory requirements.

The following table presents the disaggregation of revenue by service line (in thousands):

	Six Months Ended June 30,
	2025		2024
Private client services	$	191,821	$	169,564
Business tax services		134,100		121,029
Alternative investment funds		37,187		33,650
Valuation services		20,950		17,322
Total revenue	$	384,058	$	341,565

The following table presents the disaggregation of revenue by region (in thousands):

	Six Months Ended June 30,
	2025		2024
East	$	149,133	$	127,990
Central		68,395		60,347
West		166,530		153,228
Total revenue	$	384,058	$	341,565

Substantially all revenue was from services provided in the United States for the six months ended June 30, 2025 and 2024.

F-46

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Remaining Performance Obligations

The revenue recognition standard provides exemptions to the requirements for disclosure of the total transaction price allocated to unsatisfied performance obligations as of the reporting date for performance obligations within contracts of one year or less. The majority of the Company’s contracts with clients have a duration of one year or less. For contracts with a stated duration exceeding one year, these agreements allow both the Company and the client to cancel or terminate without substantial penalty. Therefore, the contract duration does not extend beyond the goods and services already transferred when cancellation or termination rights exist without substantial penalty. As such, the Company does not disclose the total transaction price allocated to unsatisfied performance obligations.

Contract Balances

For the six months ended June 30, 2025, the Company also recognized revenue of approximately $13.0 million that was included in deferred revenue on the unaudited condensed consolidated balance sheets as of December 31, 2024. For the six months ended June 30, 2024, the Company also recognized revenue of approximately $9.0 million that was included in deferred revenue on the unaudited condensed consolidated balance sheets as of December 31, 2023.

Note 4. Accounts Receivable, Net

Accounts receivable, net consists of (in thousands):

	June 30,			December 31,
	2025			2024
Accounts receivable	$	126,515		$	106,157
Unbilled services		31,086			14,762
Total accounts receivable		157,601			120,919
Allowance for credit loss		(2,104	)		(3,071	)
Total accounts receivable, net	$	155,497		$	117,848

The following table summarizes changes in the allowance for credit loss (in thousands):

	2025			2024
Balance January 1,	$	3,071		$	4,405
(Reduction) / addition to provision		(931	)		15
Write-offs, net of recoveries		(36	)		(277	)
Balance June 30,	$	2,104		$	4,143

F-47

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 5. Financial Instruments and Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis (in thousands):

	June 30, 2025
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents
Money market funds	$	64,121	$	—	$	—	$	64,121
Liabilities
Other liabilities
Contingent consideration	$	—	$	—	$	—	$	—

	December 31, 2024
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents
Money market funds	$	77,451	$	—	$	—	$	77,451
Liabilities
Other liabilities
Contingent consideration	$	—	$	—	$	192	$	192

Changes in contingent consideration measured at fair value on a recurring basis for the six months ended June 30, 2025 and 2024 were as follows (in thousands):

	2025			2024
Balance, January 1,	$	192		$	514
Remeasurement (gain)/loss		(192	)		33
Balance, June 30,	$	—		$	547

Liabilities Measured at Fair Value on a Nonrecurring Basis

The fair value of the Company’s deferred consideration liability included within other current liabilities and other liabilities was approximately $0.8 million and $1.5 million as of June 30, 2025 and December 31, 2024, respectively, based on unobservable inputs and categorized as Level 3.

Investments in Held to Maturity Debt Securities

The Company holds U.S. Treasury securities that are “off-the-run” as they were issued before the most recent issue and were still outstanding at measurement day. The Company classifies the fair value of these items as Level 2 fair value measurements as the pricing is obtained from a third-party service that uses observable data. Held to maturity securities are valued at amortized cost, which approximates fair value. At June 30, 2025, $9.2 million were due within one year or less and $2.0 million were due between one and two years. At December 31, 2024, $22.5 million were due within one year or less and $8.1 million were due between one to two years.

F-48

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Loans and Notes Receivable

Loans and notes receivable comprise of loans and advances made to member firms of Andersen Global and employees of the Company. Refer to Note 12 for further detail.

Note 6. Property and Equipment, Net

Property and equipment, net consists of (in thousands):

	June 30,			December 31,
	2025			2024
Leasehold improvements	$	37,002		$	36,467
Computer equipment		18,171			17,862
Furniture and fixtures		8,377			8,374
Computer software		4,018			4,128
Office equipment		1,271			1,233
Assets under construction		2,620			630
Total property and equipment		71,459			68,694
Less: accumulated depreciation and amortization		(39,654	)		(35,951	)
Total property and equipment, net	$	31,805		$	32,743

Depreciation and amortization expense for the six months ended June 30, 2025 and 2024 was $3.8 million in both periods, respectively. As of June 30, 2025 and December 31, 2024, the gross amount of office equipment under finance leases was $0.4 million in both periods, respectively, and the related accumulated amortization was $0.4 million and $0.3 million, respectively.

Note 7. Intangible Assets, Net

Intangible assets, net as of June 30, 2025 consist of (in thousands):

	Gross Carrying Value		Accumulated Amortization			Net
Customer relationships	$	24,271	$	(23,715	)	$	556
Tradenames and trademarks		3,395		(3,395	)		—
Intellectual property		150		(93	)		57
Capitalized internal use software		1,871		(89	)		1,782
Total intangible assets, net	$	29,687	$	(27,292	)	$	2,395

Amortization expense for intangible assets for the six months ended June 30, 2025 was $0.3 million.

Intangible assets, net as of December 31, 2024 consist of (in thousands):

	Gross Carrying Value		Accumulated Amortization			Net
Customer relationships	$	24,271	$	(23,570	)	$	701
Tradenames and trademarks		3,395		(3,274	)		121
Intellectual property		150		(78	)		72
Capitalized internal use software		1,494		(57	)		1,437
Total intangible assets, net	$	29,310	$	(26,979	)	$	2,331

F-49

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Amortization expense for intangible assets for the six months ended June 30, 2024 was $0.3 million.

The scheduled remaining amortization expense is presented in the table below (in thousands):

Fiscal Year	Amortization Expense
Remainder of 2025	$	192
2026		383
2027		138
Thereafter		—
Total	$	713

As of June 30, 2025, the Company capitalized internally developed software of $1.7 million for software that is not yet ready for its intended use. This software has a useful life of three years and is expected to commence amortization during the year ended December 31, 2026.

Note 8. Other Balance Sheet Components

Prepaid expenses and other current assets as of June 30, 2025 and December 31, 2024 consist of the following (in thousands):

	June 30,		December 31,
	2025		2024
Prepaid expenses	$	10,924	$	10,717
Due from related parties		4,062		2,829
Other current assets		12,244		4,069
Total prepaid expenses and other current assets	$	27,230	$	17,615

Other current liabilities as of June 30, 2025 and December 31, 2024 consist of the following (in thousands):

	June 30,		December 31,
	2025		2024
Deferred compensation	$	16,233	$	3,234
Due to related parties		30		2,161
Deferred consideration		752		800
Income tax payable		—		670
Finance lease liabilities		77		109
Contingent consideration		—		44
Other current liabilities		131		209
Total other current liabilities	$	17,223	$	7,227

F-50

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Other liabilities as of June 30, 2025 and December 31, 2024 consist of the following (in thousands):

	June 30,		December 31,
	2025		2024
Deferred compensation, net of current portion	$	—	$	15,769
Deferred retirement obligations, net of current portion		2,383		—
Deferred consideration, net of current portion		—		725
Deferred tax liabilities		—		455
Contingent consideration, net of current portion		—		148
Finance lease liabilities, net of current portion		8		19
Total other liabilities	$	2,391	$	17,116

Further information on the amounts included as deferred compensation in other current liabilities and other liabilities on the unaudited condensed consolidated balance sheets in Note 10.

Note 9. Revolving Line of Credit

In the normal course of business, the Company maintains a $20.0 million revolving line of credit (the “Credit Agreement”) with a financial institution. The Credit Agreement is collateralized by substantially all the assets of the Company.

The Credit Agreement includes a sublimit of $5.0 million for standby letters of credit, and the interest rate for cash borrowing under the Credit Agreement is the Prime rate with a floor of 5.0%. As of June 30, 2025 and December 31, 2024, the Company had outstanding standby letters of credit of $1.3 million. The Company had no cash borrowings during the six months ended June 30, 2025 and 2024. The Company’s outstanding letter of credit is subject to a commitment fee of 1.5% per annum. These fees are included in sales, general and administrative expenses and are immaterial for the six months ended June 30, 2025 and 2024.

The Company has complied with the financial and liquidity covenants required by the Credit Agreement since its inception.

Note 10. Employee Compensation and Benefits

Deferred Compensation

Effective January 1, 2020, the Company established a loyalty retention program for eligible employees. Participants accrue loyalty bonuses over the course of 3 to 5 years. Payouts to participants are determined by the role of each employee and their qualifying service years. The Company estimated these amounts based on the aforementioned factors and recognizes these amounts on a straight-line basis over the service period. The Company announced that it would be discontinuing the program in 2025 and accelerated the final payment date to August 2025. The Company recognized a gain of $0.9 million and $0.5 million in cost of services and sales, general and administrative, respectively, as a result of the termination of employees enrolled in the loyalty retention program during the six months ended June 30, 2025. The Company recognized $3.2 million and $0.6 million of expense in cost of services and sales, general and administrative, respectively, related to the loyalty retention program during the six months ended June 30, 2024. The Company included approximately $14.4 million in other current liabilities related to this program as of June 30, 2025. The Company included approximately $15.8 million in other liabilities related to this program as of December 31, 2024.

F-51

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Effective January 1, 2023, the Company established a deferred compensation plan for non-partner employees holding the title of Director who are eligible once they have five or more years of service as a Director. On an annual basis, eligible participants are granted an award payable in equal installments starting in March of the following five years. The annual award is based on the number of years of service at the Director level for each eligible participant and income allocated to the MD Entities. The plan can be terminated at any time by the Company at its sole discretion, and payment is contingent upon the continued employment of eligible participants during the five-year payment period. The Company recognized $1.0 million and $0.2 million of expense in cost of services and sales, general and administrative, respectively, related to this program for the six months ended June 30, 2025. The Company recognized $0.6 million and $0.1 million of expense in cost of services and sales, general and administrative expense, respectively, related to this program for the six months ended June 30, 2024. As of June 30, 2025 and December 31, 2024, $1.8 million and $1.5 million, respectively, was included in other current liabilities for this program.

The Company pays discretionary bonuses to certain Managing Directors based on a set of formulas related to the Company’s net income targets, each Managing Director’s share of total Managing Director salaries and ownership percentages of the MD Entities, and other factors. The Company recognized $0.1 million of compensation expense in cost of services during the six months ended June 30, 2024 and included $1.7 million in other current liabilities as of December 31, 2024. No compensation expense was recorded during the six months ended June 30, 2025 as the program was discontinued as of January 1, 2025. There were no amounts included in other current liabilities as of June 30, 2025.

The Company pays certain client-serving individuals variable incentive compensation that is typically determined as a fixed bonus percentage based on revenues generated. The Company recognized $0.7 million and $0.4 million of compensation expense in cost of services during the six months ended June 30, 2025 and June 30, 2024, respectively. The Company included $1.2 million and $2.7 million in accrued payroll and benefits as of June 30, 2025 and December 31, 2024, respectively.

Defined Contribution Plan

The Company maintains a qualified 401(k) Profit Sharing Plan (the “401(k) Plan”) for eligible employees. In 2025 and 2024, employees could contribute a percentage of their pretax compensation subject to IRS limitations, and the Company matched the participants’ contribution up to 25% of the first 6% of each participant’s contribution (or 1.5% of their total compensation). Total matching contributions made to the 401(k) Plan during the six months ended June 30, 2025 and 2024 was $3.1 million and $2.1 million, respectively. The related expense is recognized as either cost of services or sales, general, and administrative expense based on the nature of service of eligible employees.

Note 11. Equity-Based Compensation

In April 2025, new PIUs were issued to certain Managing Directors of the Company. The PIUs were created to provide additional allocations of distributable profits and losses of Andersen Tax Holdings LLC to the Managing Directors in proportion to their total units, which include the PIUs. The economic terms of the PIUs give the holders an equity ownership in the Company, an economic interest in the future profits and losses of the Company and holders receive value from their awards by receiving distributions. The PIUs vest immediately and are subject to forfeiture upon termination of employment, either voluntary or involuntary.

The expense related to the PIUs is measured based on their grant date fair values and are recognized in full on the grant date as there is no required service or vesting to participate in the benefits. The Company used a Probability-Weighted Expected Return Method (“PWERM”) model to determine the grant date fair value of the PIUs.

F-52

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The PWERM is a scenario-based methodology that estimates the fair value of PIUs based upon an analysis of future values for the Company, assuming various outcomes. The PIUs value is based on the probability-weighted present value of expected future investment returns considering each of the possible outcomes available as well as the rights of each class of units. The future value of the PIUs under each outcome is discounted back to the valuation date at an appropriate risk-adjusted discount rate and probability weighted to arrive at an indication of value for the PIUs. A discount for lack of marketability of the PIUs is then applied to arrive at an indication of value for the PIUs.

The weighted-average grant date fair value of the PIUs for the six months ended June 30, 2025 was $748.79 per unit. The Company issued 173,025 PIUs during the six months ended June 30, 2025. These all remain outstanding as of June 30, 2025. The Company recognized $104.5 million of compensation expense in cost of services and $25.1 million in sales, general and administrative expense during the six months ended June 30, 2025.

Note 12. Transactions with Related Parties

Loans and Notes Receivable from Related Parties, Net of Allowance for Credit Losses

Loans and notes receivable due from related parties presented on the unaudited condensed consolidated balance sheets include the following (in thousands):

	June 30,			December 31,
	2025			2024
Loans and notes receivable from related parties
Member firm loans	$	11,608		$	10,943
Employee loan program		208			288
Stewardship funds		80			—
Total loans and notes receivable from related parties	$	11,896		$	11,231
Allowance for credit losses		(9,775	)		(8,611	)
Total loans and notes receivable from related parties, net of allowance for credit losses	$	2,121		$	2,620

The following table summarizes changes in the allowance for credit losses for loans and notes receivable due from related parties (in thousands):

	2025		2024
Balance January 1,	$	8,611	$	4,940
Addition of provision		1,164		1,500
Balance June 30,	$	9,775	$	6,440

Interest income includes interest earned on loans and notes receivable from related parties and is not material for any of the periods presented.

Member Firm Loans

Member firm loans consist of loans made to member firms of Andersen Global. As of June 30, 2025 and December 31, 2024 the Company had notes receivable from non-U.S. member firms of Andersen Global with stated principal values totaling $11.6 million ($1.8 million, net of allowance for credit losses), and stated

F-53

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

principal values totaling $10.9 million ($2.3 million, net of allowance for credit losses), respectively. The notes bear interest based on variable rates including: the Applicable Federal Rate (AFR), the Prime rate, and the Secured Overnight Financing Rate (SOFR) plus an applicable margin percentage. The notes have maturities up to ten years.

Employee Loan Program

The Company has entered into various agreements with certain employees whereby these individuals receive loans which may be either wholly or in part repaid from the distribution of earnings that the individuals receive or may be forgiven over a period of time. The forgivable portion of these loans is recognized as compensation expense over the life of the loans. As of June 30, 2025, the Company had notes receivable from employees with stated principal values totaling $0.2 million, net of $0.1 million to be forgiven in 2025. As of December 31, 2024, the Company had notes receivable from employees with stated principal values totaling $0.3 million, net of $0.1 million to be forgiven in 2025. The fixed rate loans are based on the Applicable Federal Rate with maturity dates up to two years. The variable rate loan is based on the Prime Rate less 25 basis points maturing in March 2030.

Stewardship Funds

During 2021, the Company provided a $2.0 million credit facility to funds formed to the benefit of certain Managing Directors maturing on December 31, 2029, permitting short-term advances up to 30 days with interest payable at the Prime rate. As of June 30, 2025 and 2024, no amounts were due to the Company under this credit facility.

During 2023, the Company provided a $2.0 million credit facility to another fund formed to the benefit of certain Managing Directors maturing on December 31, 2033, permitting short-term advances up to 60 days with interest payable at the Prime rate. As of June 30, 2025, $0.1 million was outstanding bearing interest at the prime rate. As of December 31, 2024, no amounts were due to the Company under this credit facility.

Trademark and License Fees

The Company earns trademark and license fees from non-U.S. member firms of Andersen Global. The Company recognized $1.8 million and $0.9 million in other income, net during the six months ended June 30, 2025 and 2024, respectively.

The Company was required to distribute a portion of trademark and license fees collected to an entity controlled by an executive of the Company until 2048 until this arrangement was terminated in March 2025, effectively immediately, for no consideration. For the six months ended June 30, 2025 and 2024, the Company incurred $0.1 million and $0.2 million of expense in cost of services in the unaudited condensed consolidated income statements, respectively. The Company included $0.1 million in other current liabilities on the unaudited condensed consolidated balance sheets as of December 31, 2024. No amounts are due as of June 30, 2025.

Andersen Global Commitments

In the normal course of business, the Company funds certain global management costs on behalf of Andersen Global and allocates a portion of these costs to be reimbursed by non-U.S. member firms. As of June 30, 2025 and December 31, 2024, amounts due from member firms included in prepaid expenses and other current assets were $1.7 million and $1.3 million, respectively. As of December 31, 2024 amounts due to member firms included in other current liabilities were $2.0 million, while there was no such amount outstanding as of June 30, 2025.

F-54

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

State Tax Payments

The Company remits certain state tax payments on behalf of certain Managing Directors which are recorded as a receivable. The receivable is settled upon the next tax distribution to the MD Entities through a withholding from the gross tax distribution otherwise payable to the Members. As of June 30, 2025 and December 31, 2024, balances due from related parties included in prepaid expenses and other current assets were $2.4 and $1.6 million, respectively.

License Fee Profits Interests

The Company has issued profits interests to certain entities at the benefit of certain executives and advisers that grant the recipients the right to certain cash distributions, based upon a percentage of license fees collected from certain trademarks of the Company (the “License Fee Profits Interests”). On March 29, 2025, the Company entered into a forfeiture agreement with the entities, effective immediately. No consideration was provided in exchange for the forfeiture.

The Company recognized $0.1 million and $0.2 million of expense in cost of services related to the License Fee Profits Interests during the six months ended June 30, 2025 and 2024, respectively. There is no balance due as of June 30, 2025 for these awards. The Company included a balance of $0.1 million in other current liabilities on the unaudited condensed consolidated balance sheets as of December 31, 2024 related to the License Fee Profits Interests.

Note 13. Commitments and Contingencies

Litigation

The Company has been involved in various legal matters arising out of the ordinary course of business. Management believes such legal matters will not have a material adverse effect on the unaudited condensed consolidated balance sheets or income statements of the Company.

Employee Legal Matters

At December 31, 2024, a former Company employee had been named as a defendant in a legal matter. The Company had received reimbursement from its business insurance provider for legal costs it incurred on behalf of the former employee. At December 31, 2024, if the legal matter resulted in the former Andersen employee being found guilty, the amounts were subject to a clawback. The Company accrued a loss contingency for the amounts subject to the clawback. As of December 31, 2024, the Company accrued $9.4 million in accounts payable and other accrued expenses in the unaudited condensed consolidated balance sheets in relation to the legal matter.

On July 29, 2025, the U.S. Attorney for the Central District of California filed a motion to dismiss all charges against the former employee which was signed by the judge on August 8, 2025. Accordingly, the Company recorded a reversal of its previously recorded contingent liability related to this matter which is recorded against sales, general and administrative expenses in the unaudited condensed consolidated income statement for the six months ended June 30, 2025.

Other Commitments

The Company entered into an agreement to use certain professional services training facilities (“Training Center Agreement”) for a limited number of days per year, which extends through 2030. Sales, general and administrative expenses include approximately $1.1 million incurred for these services during both of the six months ended June 30, 2025 and 2024. The minimum future commitment under the Training Center Agreement is approximately $3.8 million through 2030.

F-55

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company entered into an agreement to use certain facilities for a Managing Director meeting in 2025. The agreement includes a noncancellable minimum commitment of $3.7 million as of June 30, 2025.

During 2024, the Company signed commitments for software licenses for certain financial accounting systems and cloud hosting services. The contracts require minimum payments through 2031, as follows (in thousands):

Fiscal Year	Minimum Commitments
Remainder of 2025	$	3,749
2026		3,082
2027		1,876
2028		1,876
2029		1,876
Thereafter		3,752
Total	$	16,211

Note 14. Income Taxes

The Company is a multi-member limited liability company taxed as a partnership and generally is not subject to U.S. federal and state taxes. However, certain state and local jurisdictions impose an entity level income tax and these amounts are reflected as income taxes in the unaudited condensed consolidated financial statements. Each member of the limited liability company is responsible for reporting and paying income tax on their share of income or loss to extent required by federal and state income tax regulations.

The Company’s provision for income taxes consists of federal, state and foreign taxes, as applicable, in amounts necessary to align the Company’s year-to-date tax provision with the effective rate that it expects to achieve for the full year. Each quarter the Company updates its estimate of the annual effective tax rate and records cumulative adjustments as necessary.

For the six months ended June 30, 2025, the Company recorded a benefit for income taxes of $2.8 million. The provision for income taxes consists primarily of taxes for certain state and local jurisdictions that impose an entity level income tax and certain foreign withholding taxes. The effective tax rate for the six months ended June 30, 2025 was 5.9%. The effective tax rate differs from the U.S. federal statutory rate of 21% primarily related to income not subject to entity level tax as the Company is taxed as a partnership, equity-based compensation expense recorded for accounting purposes related to profit interest units that are not deductible for tax purposes, and certain state and local entity level taxes.

For the six months ended June 30, 2024, the Company recorded a provision for income taxes of $0.8 million. The provision for income taxes consists primarily of taxes for certain state and local jurisdictions that impose an entity level income tax and certain foreign withholding taxes. The effective tax rate for the six months ended June 30, 2024 was 1.8%. The effective tax rate differs from the U.S. federal statutory rate of 21% primarily related to income not subject to entity level tax as the Company is taxed as a partnership.

The Company regularly assesses the need for a valuation allowance related to its deferred tax assets. In making such assessment, the Company considered both positive and negative evidence related to the likelihood of realization of the deferred tax assets to determine, based on a weighing process of available evidence, whether it is more-likely-than-not that its deferred tax assets will not be realized. As of June 30, 2025, the Company continued to conclude that its U.S. deferred tax assets are realizable on a more-likely-than-not basis.

F-56

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 15. Segment Reporting

The Company conducts business as a single operating segment for its range of tax, valuation, financial advisory, and related consulting services. In reaching this conclusion, management considers the definition of the Chief Operating Decision Maker (“CODM”), how the business is defined by the CODM, the nature of the information provided to the CODM, and how that information is used to make operating decisions, allocate resources, and assess performance. The Company’s CODM is the chief executive officer. The results of operations provided to and analyzed by the CODM are at the consolidated level which is the level that the CODM manages the business, allocates resources, makes key resource decisions, and assesses performance.

The key measure of segment profit and loss that the CODM uses to allocate resources and assess performance is the Company’s net (loss) / income. The table below shows a reconciliation of the Company’s net (loss) / income, including the significant expense categories regularly provided to and reviewed by the CODM, as computed under U.S. GAAP to the Company’s total net (loss) / income in the unaudited condensed consolidated income statements:

	Six Months Ended June 30,
	2025			2024
	(in thousands)
Revenue	$	384,058		$	341,565
Operating expenses:
Personnel costs	$	364,110		$	226,682
Non-personnel costs(1)		68,337			66,007
Depreciation and amortization		4,131			4,105
Total operating expenses	$	436,578		$	296,794
Total operating (loss) / income	$	(52,520	)	$	44,771
Interest income		2,230			1,900
Interest expense		(247	)		(32	)
Other income, net		2,293			1,084
(Loss) / income before taxes	$	(48,244	)	$	47,723
Income tax benefit / (expense)		2,837			833
Net (loss) / income	$	(45,407	)	$	46,890

(1) Non-personnel costs primarily include the provision for credit losses and costs such as occupancy, training, recruiting, and business development.

Assets provided to the CODM are consistent with those reported on the unaudited condensed consolidated balance sheets with particular emphasis on the Company’s available liquidity, including its cash, cash equivalents, and financial instruments owned, reduced by current liabilities.

All long-lived assets are maintained in, and all income and losses are attributable to the United States of America.

Note 16. Subsequent Events

Subsequent events have been evaluated through August 12, 2025, which is the date the unaudited condensed consolidated financial statements were available to be issued.

F-57

ANDERSEN TAX HOLDINGS LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Recent legislation

On July 4, 2025, President Trump signed H.R. 1, the “One Big Beautiful Bill Act”, into law. In accordance with U.S. GAAP, the Company will account for the tax effects of changes in tax law in the period of enactment which is the third quarter of calendar year 2025. The Company is currently in the process of analyzing the tax impacts of the law change, but does not expect a material impact on its unaudited condensed consolidated financial statements.

The following events occurred subsequent to the date the condensed consolidated financial statements were available to be issued.

Distributions

In the third quarter of 2025, the Company effected distributions to the MD Entities in an aggregate amount of $45.5 million, related to members’ undistributed capital and allocated income.

F-58

        Shares

Class A Common Stock

PROSPECTUS

MORGAN STANLEY UBS INVESTMENT BANK

DEUTSCHE BANK SECURITIES TRUIST SECURITIES WELLS FARGO SECURITIES

BAIRD WILLIAM BLAIR

    , 2025

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth all costs and expenses, other than underwriting discounts and commissions, payable by us in connection with the sale of the common stock being registered. All amounts shown are estimates except for the Securities and Exchange Commission (SEC), registration fee, the Financial Industry Regulatory Authority (FINRA), filing fee and the NYSE listing fee.

	Amount to be Paid
SEC registration fee	$	15,310
FINRA filing fee		15,500
NYSE listing fee		*
Printing expenses		*
Legal fees and expenses		*
Accounting fees and expenses		*
Transfer agent fees and registrar fees		*
Miscellaneous expenses		*
Total expenses	$	*

* To be provided by amendment.

Item 14. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law (DGCL) authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers under certain circumstances and subject to certain limitations. The terms of Section 145 of the DGCL are sufficiently broad to permit indemnification under certain circumstances for liabilities, including reimbursement of expenses incurred, arising under the Securities Act.

As permitted by the DGCL, our amended and restated certificate of incorporation and amended and restated bylaws, as each will be in effect immediately prior to the completion of this offering, contain provisions relating to the limitation of liability and indemnification of our directors and officers. The amended and restated certificate of incorporation will provide that our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duty as a director, except for liability:

• for any breach of the director’s duty of loyalty to us or our stockholders;

• for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

• in respect of unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; or

• for any transaction from which the director derives any improper personal benefit.

Our amended and restated certificate of incorporation also will provide that if Delaware law is amended after the approval by our stockholders of the certificate of incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law.

II-1

Our amended and restated bylaws will provide that we will indemnify our directors and officers to the fullest extent permitted by Delaware law, as it now exists or may in the future be amended, against all expenses and liabilities reasonably incurred in connection with their service for or on our behalf. Our amended and restated bylaws will provide that we shall advance the expenses incurred by a director or officer in advance of the final disposition of an action or proceeding, and permit us to secure insurance on behalf of any director, officer, employee, or agent for any liability, whether or not Delaware law would otherwise permit indemnification.

We have entered into indemnification agreements with each of our directors and executive officers and certain other key employees, a form of which is attached as Exhibit 10.1. The form of agreement provides that we will indemnify each of our directors, executive officers and such other key employees against any and all expenses incurred by that director, executive officer, or other key employee because of his or her status as one of our directors, executive officers, or other key employees, to the fullest extent permitted by Delaware law, our amended and restated certificate of incorporation and our amended and restated bylaws. In addition, the form agreement provides that, to the fullest extent permitted by Delaware law, we will advance all expenses incurred by our directors, executive officers and other key employees in connection with a legal proceeding.

Reference is made to the underwriting agreement contained in Exhibit 1.1 to this registration statement, indemnifying our directors and officers against limited liabilities.

We currently carry and intend to continue to carry liability insurance for our directors and officers.

Item 15. Recent Sales of Unregistered Securities.

In      , 2025, connection with the reorganization transactions, we issued      shares of our Class B common stock to Andersen Aggregator LLC. The shares of Class B common stock described above were issued in reliance on the exemption contained in Section 4(a)(2) of the Securities Act on the basis that the transaction did not involve a public offering. No underwriters were involved in the transaction.

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. We believe the offers, sales and issuances of the above securities were exempt from registration under the Securities Act (or Regulation D or Regulation S promulgated thereunder) by virtue of Section 4(a)(2) of the Securities Act because the issuance of securities to the recipients did not involve a public offering, or in reliance on Rule 701 because the transactions were pursuant to compensatory benefit plans or contracts relating to compensation as provided under such rule. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions. All recipients had adequate access, through their relationships with us, to information about us. The sales of these securities were made without any general solicitation or advertising.

II-2

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits

Exhibit Number	Description of Document
1.1*	Form of Underwriting Agreement.
3.1*	Form of Amended and Restated Certificate of Incorporation of the Registrant, to be effective immediately prior to the completion of this offering.
3.2	Form of Amended and Restated Bylaws of the Registrant, to be effective immediately prior to the completion of this offering.
5.1*	Opinion of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP.
10.1	Form of Indemnification Agreement by and between the Registrant and each of its directors and executive officers.
10.2*	Amended and Restated Limited Liability Company Agreement of AT Umbrella LLC.
10.3*	Managing Director Matters Agreement.
10.4*	Tax Receivable Agreement.
10.5*	Form of CA Promissory Note issued by AT Umbrella LLC to Andersen Aggregator LLC.
10.6*	HO Promissory Note issued by AT Umbrella LLC to Andersen Aggregator LLC.
10.7*	2025 Equity Incentive Plan and forms of equity agreements thereunder.
10.8	Offer Letter, by and between the Registrant and Mark Vorsatz.
10.9	Offer Letter, by and between the Registrant and Neal Livingston.
10.10	Offer Letter, by and between the Registrant and Daniel DePaoli.
10.11	Offer Letter, by and between the Registrant and Peter Coscia.
10.12	Offer Letter, by and between the Registrant and William Deckelman.
10.13	Offer Letter, by and between the Registrant and Joseph Karczewski.
10.14	Offer Letter, by and between the Registrant and Dorice Pepin.
10.15	Lease Agreement by and between 333 Bush, L.L.C. and Andersen Tax LLC.
10.16	Second Amended and Restated Loan Agreement dated May 12, 2017, by and between Andersen Tax LLC and JPMorgan Chase Bank, N.A., as successor-in-interest to First Republic Bank.
10.17	Renewal and Modification Agreement dated June 22, 2018 by and between Andersen Tax LLC as borrower and the lender party thereto.
10.18	Renewal and Modification Agreement dated April 3, 2019 by and between Andersen Tax LLC as borrower and the lender party thereto.
10.19	Renewal and Modification Agreement dated May 13, 2020 by and between Andersen Tax LLC as borrower and the lender party thereto.
10.20	Renewal and Modification Agreement dated June 22, 2021 by and between Andersen Tax LLC as borrower and the lender party thereto.

II-3

Exhibit Number	Description of Document
10.21	Renewal and Modification Agreement dated July 27, 2022 by and between Andersen Tax LLC as borrower and the lender party thereto.
10.22	Renewal and Modification Agreement dated June 21, 2023 by and between Andersen Tax LLC as borrower and the lender party thereto.
10.23	Extension and Modification Agreement dated October 22, 2024 by and between Andersen Tax LLC as borrower and the lender party thereto.
10.24	Security Agreement dated May 12, 2017, by and between Andersen Tax LLC as borrower and the lender party thereto.
10.25	Security Agreement dated May 12, 2017, by and between Andersen Tax Holdings LLC as guarantor and the lender party thereto.
10.26	Security Agreement dated May 12, 2017, by and between MD Investment LLC as guarantor and the lender party thereto.
10.27	Security Agreement dated May 12, 2017, by and between MD Management LLC as guarantor and the lender party thereto.
10.28	Continuing Guaranty of Payment and Performance dated May 12, 2017, by and between Andersen Tax Holdings LLC as guarantor and the lender party thereto.
10.29	Continuing Guaranty of Payment and Performance dated May 12, 2017, by and between MD Investment LLC as guarantor and the lender party thereto.
10.30	Continuing Guaranty of Payment and Performance dated May 12, 2017, by and between MD Management LLC as guarantor and the lender party thereto.
21.1*	List of Subsidiaries of the Registrant.
23.1	Consent of BDO USA, P.C., independent registered public accounting firm.
23.2	Consent of BDO USA, P.C., independent registered public accounting firm.
23.3*	Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP (included in Exhibit 5.1).
24.1	Power of Attorney (reference is made to the signature page hereto).
99.1	Consent of Joseph Karczewski to be listed as Director Nominee.
99.2	Consent of Dorice Pepin to be listed as Director Nominee.
107	Calculation of Filing Fee.

* To be filed by amendment.

(b) Financial Statement Schedules

No financial statement schedules are provided because the information called for is not required or is shown either in the consolidated financial statements or related notes, which are incorporated herein by reference.

Item 17. Undertakings.

Insofar as indemnification by the registrant for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise,

II-4

the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in San Francisco, California, on the 19th day of September, 2025.

ANDERSEN GROUP INC.
By:	/s/ Mark Vorsatz
	Mark Vorsatz
	Chief Executive Officer and Chairman

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Mark Vorsatz and Neal Livingston, and each of them, his or her true and lawful agent, proxy, and attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to (1) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits thereto, (2) act on, sign, and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (3) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and (4) take any and all actions which may be necessary or appropriate to be done, as fully for all intents and purposes as he or she might or could do in person, hereby approving, ratifying and confirming all that such agent, proxy and attorney-in-fact or any of his substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Mark Vorsatz Mark Vorsatz	Chief Executive Officer and Chairman (Principal Executive Officer)	September 19, 2025
/s/ Neal Livingston Neal Livingston	Chief Financial Officer (Principal Financial and Accounting Officer)	September 19, 2025
/s/ Robert V. Gunderson, Jr. Robert V. Gunderson, Jr.	Director	September 19, 2025
/s/ John R. Joyce John R. Joyce	Director	September 19, 2025
/s/ John F. Nicolai John F. Nicolai	Director	September 19, 2025
/s/ Ronald L. Olson Ronald L. Olson	Director	September 19, 2025

II-6

EX-3.2

Exhibit 3.2

ANDERSEN GROUP INC.

(a Delaware corporation)

AMENDED AND RESTATED BYLAWS

As Adopted   , 2025 and

As Effective   , 2025

TABLE OF CONTENTS

		Page
ARTICLE I STOCKHOLDERS		1
Section 1.1	Annual Meetings	1
Section 1.2	Special Meetings	1
Section 1.3	Notice of Meetings	1
Section 1.4	Adjournments	2
Section 1.5	Quorum	2
Section 1.6	Organization	2
Section 1.7	Voting; Proxies	3
Section 1.8	Fixing Date for Determination of Stockholders of Record	3
Section 1.9	List of Stockholders Entitled to Vote	4
Section 1.10	Inspectors of Elections	4
Section 1.11	Conduct of Meetings	5
Section 1.12	Notice of Stockholder Business; Nominations	6
Section 1.13	Delivery to the Corporation	14
ARTICLE II BOARD OF DIRECTORS		14
Section 2.1	Number; Qualifications	14
Section 2.2	Election; Resignation; Removal; Vacancies	14
Section 2.3	Regular Meetings	15
Section 2.4	Special Meetings	15
Section 2.5	Remote Meetings Permitted	15
Section 2.6	Quorum; Vote Required for Action	15
Section 2.7	Organization	15
Section 2.8	Unanimous Action by Directors in Lieu of a Meeting	16
Section 2.9	Powers	16
Section 2.10	Compensation of Directors	16
ARTICLE III COMMITTEES		16
Section 3.1	Committees	16
Section 3.2	Committee Rules	16
ARTICLE IV OFFICERS; CHAIRPERSON; LEAD INDEPENDENT DIRECTOR		17
Section 4.1	Generally	17
Section 4.2	Chief Executive Officer	17
Section 4.3	Chairperson of the Board	18
Section 4.4	Lead Independent Director	18
Section 4.5	President	18
Section 4.6	Chief Financial Officer	18
Section 4.7	Treasurer	18
Section 4.8	Vice President	18
Section 4.9	Secretary	18
Section 4.10	Delegation of Authority	19
Section 4.11	Removal	19

i

TABLE OF CONTENTS

		Page
Section 4.12	Voting Shares in Other Business Entities	19
Section 4.13	Execution of Corporate Contracts and Instruments	19
ARTICLE V STOCK		19
Section 5.1	Certificates; Uncertificated Shares	19
Section 5.2	Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates or Uncertificated Shares	20
Section 5.3	Other Regulations	20
ARTICLE VI INDEMNIFICATION		20
Section 6.1	Indemnification of Officers and Directors	20
Section 6.2	Advance of Expenses	21
Section 6.3	Non-Exclusivity of Rights	21
Section 6.4	Indemnification Contracts	21
Section 6.5	Right of Indemnitee to Bring Suit	21
Section 6.6	Nature of Rights	22
Section 6.7	Insurance	22
ARTICLE VII NOTICES		23
Section 7.1	Notice	23
Section 7.2	Waiver of Notice	24
ARTICLE VIII MISCELLANEOUS		24
Section 8.1	Fiscal Year	24
Section 8.2	Seal	24
Section 8.3	Form of Records	24
Section 8.4	Certificate of Incorporation Governs	24
Section 8.5	Severability	24
Section 8.6	Time Periods	24
ARTICLE IX AMENDMENT		25

ii

ANDERSEN GROUP INC.

(a Delaware corporation)

AMENDED AND RESTATED BYLAWS

As Adopted    , 2025 and

As Effective    , 2025

ARTICLE I

STOCKHOLDERS

Section 1.1 Annual Meetings. If required by applicable law or as otherwise determined by the Board of Directors (the “Board”) of Andersen Group Inc. (the “Corporation”), an annual meeting of stockholders shall be held for the election of directors at such date and time as the Board shall each year fix. The meeting may be held either at a place, within or without the State of Delaware as permitted by the Delaware General Corporation Law (the “DGCL”), or by means of remote communication as the Board in its sole discretion may determine. Any other proper business may be transacted at the annual meeting. The Corporation may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board.

Section 1.2 Special Meetings. Special meetings of stockholders for any purpose or purposes shall be called in the manner set forth in the Amended and Restated Certificate of Incorporation of the Corporation (as the same may be amended and/or restated from time to time, the “Certificate of Incorporation”). The special meeting may be held either at a place, within or without the State of Delaware, or by means of remote communication as the Board in its sole discretion may determine. Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of the meeting. The Corporation may postpone, reschedule or cancel any special meeting of stockholders previously scheduled by the Board.

Section 1.3 Notice of Meetings. Notice of all meetings of stockholders shall be given in writing or by electronic transmission in the manner provided by applicable law (including, without limitation, as set forth in Section 7.1.1 of these Bylaws) stating the date, time and place, if any, of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting). In the case of a special meeting, such notice shall also set forth the purpose or purposes for which the meeting is called. Unless otherwise required by applicable law or the Certificate of Incorporation, notice of any meeting of stockholders shall be given not less than ten (10), nor more than sixty (60), days before the date of the meeting to each stockholder of record entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting.

Section 1.4 Adjournments. Notwithstanding Section 1.5 of these Bylaws, the chairperson of the meeting shall have the power to recess or adjourn any meeting of stockholders, annual or special, to another time, date and place (if any) regardless of whether a quorum is present, at any time and for any reason. Any meeting of stockholders, annual or special, may be adjourned from time to time, and notice need not be given of any such adjourned meeting if the time, date and place (if any) thereof and the means of remote communication (if any) by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are (i) announced at the meeting at which the adjournment is taken, (ii) displayed, during the time scheduled for the meeting, on the same electronic network used to enable stockholders and proxyholders to participate in the meeting by means of remote communication, (iii) set forth in the notice of meeting, or (iv) provided in any other manner permitted by the DGCL; provided, however, that if (x) the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting or (y) after the adjournment, a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record as of the record date so fixed for notice of such adjourned meeting. At the adjourned meeting, the Corporation may transact any business that might have been transacted at the original meeting.

Section 1.5 Quorum. Except as otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, at each meeting of stockholders the holders of a majority of the voting power of the shares of stock issued and outstanding and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business; provided, however, that where a separate vote by a class or classes or series of stock is required by applicable law or the Certificate of Incorporation, the holders of a majority of the voting power of the shares of such class or classes or series of the stock issued and outstanding and entitled to vote on such matter, present in person or represented by proxy at the meeting, shall constitute a quorum entitled to take action with respect to the vote on such matter. If a quorum shall fail to attend any meeting, the chairperson of the meeting or, if directed to be voted on by the chairperson of the meeting, the holders of a majority of the voting power of the shares entitled to vote who are present in person or represented by proxy at the meeting may adjourn the meeting. A quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to leave less than a quorum.

Section 1.6 Organization. Meetings of stockholders shall be presided over by (a) a director or officer of the Corporation as the Board may designate, or (b) in the absence of such a person, the Chairperson of the Board, or (c) in the absence of such person, the Chief Executive Officer of the Corporation, or (d) in the absence of such person, the Chief Legal Officer of the Corporation, or (e) in the absence of such person, the Lead Independent Director, or (f) in the absence of such person, by a Vice President. The Secretary of the Corporation or such other person as may be designated by the Board shall act as secretary of the meeting; provided that, in the absence of the Secretary or such other person, the chairperson of the meeting may appoint any other person to act as secretary of the meeting.

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Section 1.7 Voting; Proxies. Each stockholder of record entitled to vote at a meeting of stockholders, or to take corporate action by written consent without a meeting, may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. Such a proxy may be prepared, transmitted and delivered in any manner permitted by applicable law. Except as may be required in the Certificate of Incorporation, at all meetings of stockholders for the election of directors at which a quorum is present, directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. At all meetings of stockholders at which a quorum is present, unless a different or minimum vote is required by applicable law, rule or regulation applicable to the Corporation or its securities, the rules or regulations of any stock exchange applicable to the Corporation, the Certificate of Incorporation or these Bylaws, in which case such different or minimum vote shall be the applicable vote on the matter, every matter other than the election of directors shall be decided by the affirmative vote of the holders of a majority of the voting power of the shares of stock entitled to vote on such matter that are present in person or represented by proxy at the meeting and are voted for or against the matter.

Section 1.8 Fixing Date for Determination of Stockholders of Record.

1.8.1 Meetings. In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at the meeting shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

1.8.2 Stockholder Action by Consent in Lieu of a Meeting. If stockholders are not prohibited from acting by consent in lieu of a meeting pursuant to the Certificate of Incorporation, in order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date has been fixed by the Board pursuant to the first sentence of this Section 1.8.2, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting (if stockholders are not prohibited from acting by consent in lieu of a meeting pursuant to the Certificate of Incorporation), when no prior action by the Board is required by applicable law, shall be the first date on which a signed consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with Section 228 of the DGCL. If no record date has been fixed by the Board pursuant to the first sentence of this Section 1.8.2, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting if prior action by the Board is required by applicable law shall be at the close of business on the date on which the Board adopts the resolution taking such prior action.

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1.8.3 Dividends, Distributions, or Rights. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board and which shall not be more than sixty (60) days prior to such action. If no such record date is fixed by the Board, then the record date for determining stockholders for any such purpose shall be at 5:00 p.m. Pacific Time on the day on which the Board adopts the resolution relating thereto.

Section 1.9 List of Stockholders Entitled to Vote. The Corporation shall prepare, no later than the tenth (10^th) day before every meeting of stockholders, a complete list of stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth (10th) day before the meeting date), arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of ten (10) days ending on the day before the meeting date, (a) on a reasonably accessible electronic network as permitted by applicable law (provided that the information required to gain access to the list is provided with the notice of the meeting), or (b) during ordinary business hours, at the principal place of business of the Corporation. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 1.9 or to vote in person or by proxy at any meeting of stockholders.

Section 1.10 Inspectors of Elections.

1.10.1 Applicability. Unless otherwise required by the Certificate of Incorporation or by applicable law, the following provisions of this Section 1.10 shall apply only if and when the Corporation has a class of voting stock that is: (a) listed on a national securities exchange; (b) authorized for quotation on an interdealer quotation system of a registered national securities association; or (c) held of record by more than two thousand (2,000) stockholders. In all other cases, observance of the provisions of this Section 1.10 shall be optional, and at the discretion of the Board.

1.10.2 Appointment. The Corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors of election to act at the meeting and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting.

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1.10.3 Inspector’s Oath. Each inspector of election, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability.

1.10.4 Duties of Inspectors. At a meeting of stockholders, the inspectors of election shall (a) ascertain the number of shares outstanding and the voting power of each share, (b) determine the shares represented at a meeting and the validity of proxies and ballots, (c) count all votes and ballots, (d) determine and retain for a reasonable period of time a record of the disposition of any challenges made to any determination by the inspectors, and (e) certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors.

1.10.5 Opening and Closing of Polls. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced by the chairperson of the meeting at the meeting. No ballot, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls unless the Court of Chancery upon application by a stockholder shall determine otherwise.

1.10.6 Determinations. In determining the validity and counting of proxies and ballots, the inspectors shall be limited to an examination of the proxies, any envelopes submitted with those proxies, any information provided in connection with proxies pursuant to Section 211(a)(2)b.(i) of the DGCL, or in accordance with Sections 211(e) or 212(c)(2) of the DGCL, ballots and the regular books and records of the Corporation, except that the inspectors may consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers, their nominees or similar persons which represent more votes than the holder of a proxy is authorized by the record owner to cast or more votes than the stockholder holds of record. If the inspectors consider other reliable information for the limited purpose permitted herein, the inspectors at the time they make their certification of their determinations pursuant to this Section 1.10 shall specify the precise information considered by them, including the person or persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained and the basis for the inspectors’ belief that such information is accurate and reliable.

Section 1.11 Conduct of Meetings. The Board may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board, the person presiding over any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the presiding person of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies or such other persons as the presiding person of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the

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commencement thereof; (v) limitations on the time allotted to questions or comments by participants; (vi) restricting the use of audio/video recording devices and cell phones; and (vii) complying with any state and local laws and regulations concerning safety and security. The presiding person at any meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting consistent with the provisions of these Bylaws, applicable laws and regulations or other requirements provided to the stockholders in accordance with applicable law, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and if such presiding person should so determine, such presiding person shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Section 1.12 Notice of Stockholder Business; Nominations.

1.12.1 Annual Meeting of Stockholders.

(a) Nominations of persons for election to the Board and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders only: (i) pursuant to the Corporation’s notice of such meeting (or any supplement thereto), (ii) by or at the direction of the Board or any committee thereof or (iii) by any stockholder of the Corporation who was a stockholder of record at the time of giving of the notice provided for in this Section 1.12 (the “Record Stockholder”), who is entitled to vote at such meeting and who complies with the notice and other procedures set forth in this Section 1.12 in all applicable respects. For the avoidance of doubt, the foregoing clause (iii) shall be the exclusive means for a stockholder to make nominations or propose business (other than business included in the Corporation’s proxy materials pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (such act, and the rules and regulations promulgated thereunder, the “Exchange Act”)), at an annual meeting of stockholders, and such stockholder must fully comply with the notice and other procedures set forth in this Section 1.12 to make such nominations or propose business before an annual meeting.

(b) For nominations or other business to be properly brought before an annual meeting by a Record Stockholder pursuant to Section 1.12.1(a) of these Bylaws:

(i) the Record Stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and provide any updates or supplements to such notice at the times and in the forms required by this Section 1.12;

(ii) such other business (other than the nomination of persons for election to the Board) must otherwise be a proper matter for stockholder action;

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(iii) if the Proposing Person (as defined below) has provided the Corporation with a Solicitation Notice (as defined below), such Proposing Person must, in the case of a proposal other than the nomination of persons for election to the Board, have delivered a proxy statement and form of proxy to holders of at least the percentage of the Corporation’s voting shares required under the Certificate of Incorporation and applicable law to carry any such proposal, or, in the case of a nomination or nominations, have delivered a proxy statement and form of proxy to holders of a percentage of the Corporation’s voting shares reasonably believed by such Proposing Person to be sufficient to elect the nominee or nominees proposed to be nominated by such Record Stockholder, and must, in either case, have included in such materials the Solicitation Notice; and

(iv) if no Solicitation Notice relating thereto has been timely provided pursuant to this Section 1.12, the Proposing Person proposing such business or nomination must not have solicited a number of proxies sufficient to have required the delivery of such a Solicitation Notice under this Section 1.12. To be timely, a Record Stockholder’s notice must be delivered to the Secretary at the principal executive offices of the Corporation not later than 5:00 p.m. Pacific Time on the ninetieth (90th) day nor earlier than 5:00 p.m. Pacific Time on the one hundred and twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting (which date shall, for purposes of the Corporation’s first annual meeting of stockholders after its shares of Common Stock (as defined in the Certificate of Incorporation) are first publicly traded, be deemed to have occurred on May 30 2025); provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the Record Stockholder to be timely must be so delivered (A) no earlier than 5:00 p.m. Pacific Time on the one hundred and twentieth (120th) day prior to such annual meeting and (B) no later than 5:00 p.m. Pacific Time on the later of the ninetieth (90th) day prior to such annual meeting or 5:00 p.m. Pacific Time on the tenth (10th) day following the day on which Public Announcement (as defined below) of the date of such meeting is first made by the Corporation. In no event shall an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for providing the Record Stockholder’s notice.

(c) As to each person whom the Record Stockholder proposes to nominate for election or reelection as a director, in addition to the matters set forth in paragraph (e) below, such Record Stockholder’s notice shall set forth:

(i) the name, age, business address and residence address of such person;

(ii) the principal occupation or employment of such nominee;

(iii) the class, series and number of any shares of stock of the Corporation that are beneficially owned or owned of record by such person or any Associated Person (as defined below);

(iv) the date or dates such shares were acquired and the investment intent of such acquisition;

(v) all other information relating to such person that would be required to be disclosed in solicitations of proxies for election of directors in an election contest (even if an election contest is not involved), or would be otherwise required, in each case pursuant to and in accordance with Section 14(a) (or any successor provision) under the Exchange Act and the rules and regulations thereunder;

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(vi) such person’s written consent to being named in the Corporation’s proxy statement as a nominee, to the public disclosure of information regarding or related to such person provided to the Corporation by such person or otherwise pursuant to this Section 1.12 and to serving as a director if elected;

(vii) whether such person meets the independence requirements of the stock exchange upon which any class of the Corporation’s Common Stock is primarily traded;

(viii) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three (3) years, and any other material relationships, between or among such Proposing Person or any of its respective affiliates and associates, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, on the other hand, including all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the Proposing Person or any of its respective affiliates and associates were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant; and

(ix) a completed and signed questionnaire, representation and agreement required by Section 1.12.2 of these Bylaws.

(d) As to any business other than the nomination of a director or directors that the Record Stockholder proposes to bring before the meeting, in addition to the matters set forth in paragraph (e) below, such Record Stockholder’s notice shall set forth:

(i) a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend the Bylaws, the text of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of such Proposing Person, including any anticipated benefit to any Proposing Person therefrom; and

(ii) a description of all agreements, arrangements and understandings between or among any such Proposing Person and any of its respective affiliates or associates, on the one hand, and any other person or persons, on the other hand, (including their names) in connection with the proposal of such business by such Proposing Person;

(e) As to each Proposing Person giving the notice, such Record Stockholder’s notice shall set forth:

(i) the current name and address of such Proposing Person, including, if applicable, the name and address of the Proposing Person as they appear on the Corporation’s stock ledger, if different;

(ii) the class or series and number of shares of stock of the Corporation that are directly or indirectly owned of record or beneficially owned by such Proposing Person, including any shares of any class or series of stock of the Corporation as to which such Proposing Person has a right to acquire beneficial ownership at any time in the future;

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(iii) whether and the extent to which any derivative interest in the Corporation’s equity securities (including without limitation any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of stock of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of stock of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of shares of the Corporation or otherwise, and any cash-settled equity swap, total return swap, synthetic equity position or similar derivative arrangement (any of the foregoing, a “Derivative Instrument”), as well as any rights to dividends on the shares of any class or series of shares of stock of the Corporation that are separated or separable from the underlying shares of the Corporation) or any short interest in any security of the Corporation (it being understood that, for purposes of this Bylaw, a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any increase or decrease in the value of the subject security, including through performance-related fees) is held directly or indirectly by or for the benefit of such Proposing Person, including without limitation, whether and the extent to which any ongoing hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including without limitation any short position or any borrowing or lending of shares) has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such Proposing Person with respect to any share of stock of the Corporation (any of the foregoing, a “Short Interest”);

(iv) any proportionate interest in shares of stock of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such Proposing Person or any of its respective affiliates or associates is a general partner or, directly or indirectly, beneficially owns an interest in a general partner of such general or limited partnership;

(v) any direct or indirect material interest in any material contract or agreement with the Corporation, any affiliate of the Corporation or any Competitor (as defined below) (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement);

(vi) any significant equity interests or any Derivative Instruments or Short Interests in any Competitor held by such Proposing Person and/or any of its respective affiliates or associates;

(vii) any other material business or financial relationship between such Proposing Person, on the one hand, and the Corporation, any affiliate of the Corporation or any Competitor, on the other hand;

(viii) all information that would be required to be set forth in a Schedule 13D filed pursuant to Rule 13d-1(a) or an amendment pursuant to Rule 13d-2(a) if such a statement were required to be filed under the Exchange Act and the rules and regulations promulgated thereunder by such Proposing Person and/or any of its respective affiliates or associates;

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(ix) any other information relating to such Proposing Person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies or consents by such Proposing Person in support of the business proposed to be brought before the meeting pursuant to Section 14(a) (or any successor provision) under the Exchange Act and the rules and regulations thereunder;

(x) such Proposing Person’s written consent to the public disclosure of information provided to the Corporation pursuant to this Section 1.12;

(xi) a representation that the Record Stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination;

(xii) a representation whether such Proposing Person will or is part of a group that will (x) deliver, in the case of a proposal of business other than nominations, through means satisfying each of the conditions that would be applicable to the Corporation under either Exchange Act Rule 14a-16(a) or Exchange Act Rule 14a-16(n), a proxy statement and/or form of proxy to holders (including any beneficial owners pursuant to Rule 14b-1 and Rule 14b-2 of the Exchange Act) of at least the percentage of the voting power of the Corporation’s outstanding capital stock required to approve or adopt the proposal or in the case of any non-exempt solicitation made with respect to any director nomination, confirming that such person or group will deliver, through means satisfying each of the conditions that would be applicable to the Corporation under either Rule 14a-16(a) under the Exchange Act or Rule 14a-16(n) under the Exchange Act, a proxy statement and form of proxy to holders (including any beneficial owners pursuant to Rule 14b-1 and Rule 14b-2 of the Exchange Act) of at least sixty-seven percent (67%) of the voting power of the Corporation’s stock entitled to vote generally in the election of directors, and/or (y) otherwise solicit proxies or votes from stockholders in support of such proposal or nomination; and

(xiii) any proxy, contract, arrangement, or relationship pursuant to which the Proposing Person has a right to vote, directly or indirectly, any shares of any security of the Corporation.

The disclosures to be made pursuant to the foregoing clauses (ii), (iii), (iv) and (vi) shall not include any information with respect to the ordinary course business activities of any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the stockholder directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner.

(f) A stockholder providing written notice required by this Section 1.12 shall update such notice in writing, if necessary, so that the information provided or required to be provided in such notice is true and correct in all material respects as of (i) the record date for determining the stockholders entitled to notice of the meeting and (ii) 5:00 p.m. Pacific Time on the tenth (10th) business day prior to the meeting or any adjournment or postponement thereof. In

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the case of an update pursuant to clause (i) of the foregoing sentence, such update shall be received by the Secretary of the Corporation at the principal executive office of the Corporation not later than five (5) business days after the record date for determining the stockholders entitled to notice of the meeting, and in the case of an update and supplement pursuant to clause (ii) of the foregoing sentence, such update and supplement shall be received by the Secretary of the Corporation at the principal executive office of the Corporation not later than eight (8) business days prior to the date for the meeting, and, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed). For the avoidance of doubt, the obligation to update as set forth in this paragraph shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder, extend any applicable deadlines hereunder or enable or be deemed to permit a stockholder who has previously submitted notice hereunder to amend or update any proposal or nomination or to submit any new proposal, including by changing or adding nominees, matters, business and/or resolutions proposed to be brought before a meeting of the stockholders.

1.12.2 Submission of Questionnaire, Representation and Agreement. To be eligible to be a nominee of any stockholder for election or reelection as a director of the Corporation, the person proposed to be nominated must deliver (in accordance with the time periods prescribed for delivery of notice under Section 1.12 of these Bylaws) to the Secretary at the principal executive offices of the Corporation a completed and signed questionnaire in the form required by the Corporation (which form the stockholder shall request in writing from the Secretary of the Corporation and which the Secretary shall provide to such stockholder within ten (10) days of receiving such request) with respect to the background and qualification of such person to serve as a director of the Corporation and the background of any other person or entity on whose behalf, directly or indirectly, the nomination is being made and a signed representation and agreement (in the form available from the Secretary upon written request) that such person: (a) is not and will not become a party to (i) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (ii) any Voting Commitment that could reasonably be expected to limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, (b) is not and will not become a party to any Compensation Arrangement (as defined below) that has not been disclosed to the Corporation, (c) if elected as a director of the Corporation, subject to fiduciary duties as a director, will comply with all informational and similar requirements of applicable insurance policies and laws and regulations in connection with service or action as a director of the Corporation, (d) if elected as a director of the Corporation, subject to fiduciary duties as a director, will comply with all corporate governance, conflict of interest, stock ownership requirements, confidentiality and trading policies and guidelines of the Corporation publicly disclosed from time to time, (e) consents to being named as a nominee in the Corporation’s proxy statement pursuant to Rule 14a-4(d) under the Exchange Act and any associated proxy card of the Corporation and agrees to serve if elected as a director and (f) intends to serve as a director for the full term for which such individual is to stand for election.

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1.12.3 Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of such meeting. Nominations of persons for election to the Board may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of such meeting (a) by or at the direction of the Board or any committee thereof or (b) provided that the Board has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice of the special meeting, who shall be entitled to vote at the meeting and who complies with the notice and other procedures set forth in this Section 1.12 in all applicable respects. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board, any such stockholder may nominate a person or persons (as the case may be), for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by Section 1.12.1(b) of these Bylaws shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation (i) no earlier than the one hundred and twentieth (120th) day prior to such special meeting and (ii) no later than 5:00 p.m. Pacific Time on the later of the ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which Public Announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting. In no event shall an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for providing such notice.

1.12.4 General.

(a) Except as otherwise expressly provided in any applicable rule or regulation promulgated under the Exchange Act, only such persons who are nominated in accordance with the procedures set forth in this Section 1.12 shall be eligible to be elected at a meeting of stockholders and serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 1.12. Except as otherwise provided by law or these Bylaws, the chairperson of the meeting shall have the power and duty to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 1.12 (including whether each Proposing Person solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies or votes in support of such Proposing Person’s nominee or proposal in compliance with the representation required by Section 1.12.1(e)(vii)) and, if any proposed nomination or business is not in compliance herewith, to declare that such defective proposal or nomination shall be disregarded. Notwithstanding the foregoing provisions of this Section 1.12, unless otherwise required by law, if the stockholder (or a Qualified Representative of the stockholder (as defined below)) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. Notwithstanding anything to the contrary in these Bylaws, unless otherwise required by law, if any Proposing Person (i) provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act with respect to any proposed nominee and (ii) subsequently fails to comply with the requirements of Rule 14a-19 promulgated under the Exchange Act (or fails to timely provide reasonable evidence sufficient to satisfy the Corporation that such Proposing Person has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act in accordance with the following sentence), then the nomination of each such proposed nominee shall be disregarded, notwithstanding that the nominee is included as a nominee in the Corporation’s proxy statement, notice of meeting or other proxy

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materials for any annual meeting (or any supplement thereto) and notwithstanding that proxies or votes in respect of the election of such proposed nominees may have been received by the Corporation (which proxies and votes shall be disregarded). If any Proposing Person provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act, such stockholder shall deliver to the Corporation, no later than five (5) business days prior to the date of the meeting and any adjournment or postponement thereof, reasonable evidence that it or such Proposing Person has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act.

(b) Notwithstanding the foregoing provisions of this Section 1.12, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth herein. Nothing in this Section 1.12 shall be deemed to affect any rights of (a) stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (b) the holders of any series of Preferred Stock to elect directors pursuant to any applicable provisions of the Certificate of Incorporation.

1.12.5 For purposes of these Bylaws the following definitions shall apply:

(A) “affiliate” and “associate” shall have the meanings ascribed thereto in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”); provided, however, that the term “partner” as used in the definition of “associate” shall not include any limited partner that is not involved in the management of the relevant partnership;

(B) “Associated Person” shall mean, with respect to any subject stockholder or other person (including any proposed nominee), (1) any person directly or indirectly controlling, controlled by or under common control with such stockholder or other person, (2) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder or other person, (3) any associate of such stockholder or other person, and (4) any person directly or indirectly controlling, controlled by or under common control with any such Associated Person;

(C) “Compensation Arrangement” shall mean any direct or indirect compensatory payment or other financial agreement, arrangement or understanding with any person or entity other than the Corporation, including any agreement, arrangement or understanding with respect to any direct or indirect compensation, reimbursement or indemnification in connection with candidacy, nomination, service or action as a nominee or as a director of the Corporation;

(D) “Competitor” shall mean any entity that provides products or services that compete with or are alternatives to the principal products produced or services provided by the Corporation or its affiliates;

(E) “Proposing Person” shall mean (1) the Record Stockholder providing the notice of business proposed to be brought before an annual meeting or nomination of persons for election to the Board at a stockholder meeting, (2) the beneficial owner or beneficial owners, if different, on whose behalf the notice of business proposed to be brought before the annual meeting or nomination of persons for election to the Board at a stockholder meeting is made, and (3) any Associated Person on whose behalf the notice of business proposed to be brought before the annual meeting or nomination of persons for election to the Board at a stockholder meeting is made;

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(F) “Public Announcement” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act; and

(G) to be considered a “Qualified Representative” of a stockholder, a person must be a duly authorized officer, manager, trustee or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as a proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction thereof, at the meeting. The Secretary of the Corporation, or any other person who shall be appointed to serve as secretary of the meeting, may require, on behalf of the Corporation, reasonable and appropriate documentation to verify the status of a person purporting to be a “Qualified Representative” for purposes hereof.

Section 1.13 Delivery to the Corporation. Whenever this Article I, Section 1.12 requires one or more persons (including a record or beneficial owner of stock) to deliver a document or information to the Corporation or any officer, employee or agent thereof (including any notice, request, questionnaire, revocation, representation or other document or agreement), unless the Corporation elects otherwise, such document or information shall be in writing exclusively (and not in an electronic transmission) and shall be delivered exclusively by hand (including, without limitation, overnight courier service) or by certified or registered mail, return receipt requested, and the Corporation shall not be required to accept delivery of any document not in such written form or so delivered.

ARTICLE II

BOARD OF DIRECTORS

Section 2.1 Number; Qualifications. The total number of directors constituting the Whole Board shall be fixed from time to time in the manner set forth in the Certificate of Incorporation and the term “Whole Board” shall have the meaning specified in the Certificate of Incorporation. No decrease in the authorized number of directors constituting the Whole Board shall shorten the term of any incumbent director. Directors need not be stockholders of the Corporation.

Section 2.2 Election; Resignation; Removal; Vacancies. Election of directors need not be by written ballot. Unless otherwise provided by the Certificate of Incorporation and subject to the special rights of holders of any outstanding series of Preferred Stock to elect directors, immediately following the Triggering Event, the Board shall be divided into three classes, designated as Class I, Class II and Class III. For purposes of these Bylaws, “Triggering Event” has the meaning ascribed to such term in the Certificate of Incorporation. Each director shall hold office until the annual meeting at which such director’s term expires and until such director’s successor is elected and qualified or until such director’s earlier death, resignation, disqualification or removal. Any director may resign by delivering a resignation in writing or by electronic transmission to the Corporation at its principal office or to the Chairperson of the Board, the Chief Executive Officer, or the Secretary. Such resignation shall be effective upon delivery unless it is

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specified to be effective at a later time or upon the happening of an event. Subject to the special rights of holders of any outstanding series of Preferred Stock to elect directors, directors may be removed as provided by the Certificate of Incorporation and applicable law. All vacancies occurring in the Board and any newly created directorships resulting from any increase in the authorized number of directors shall be filled in the manner set forth in the Certificate of Incorporation.

Section 2.3 Regular Meetings. Regular meetings of the Board may be held at such places, if any, within or without the State of Delaware, and at such times as the Board may from time to time determine. Notice of regular meetings need not be given if the date, times and places, if any, thereof are fixed by resolution of the Board.

Section 2.4 Special Meetings. Special meetings of the Board may be called by the Chairperson of the Board, the Chief Executive Officer, the Lead Independent Director or a majority of the members of the Board then in office and may be held at any time, date or place, if any, within or without the State of Delaware, as the person or persons calling the meeting shall fix. Notice of the time, date and place, if any, of such meeting shall be given, orally, in writing or by electronic transmission (including electronic mail), by the person or persons calling the meeting to all directors at least four (4) days before the meeting if the notice is mailed, or at least twenty-four (24) hours before the meeting if such notice is given by telephone, hand delivery, facsimile, electronic mail or other means of electronic transmission; provided, however, that if, under the circumstances, the Chairperson of the Board, the Lead Independent Director or the Chief Executive Officer calling a special meeting deems that more immediate action is necessary or appropriate, notice may be delivered on the day of such special meeting. Unless otherwise indicated in the notice, any and all business may be transacted at a special meeting.

Section 2.5 Remote Meetings Permitted. Members of the Board, or any committee of the Board, may participate in a meeting of the Board or such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to conference telephone or other communications equipment shall constitute presence in person at such meeting.

Section 2.6 Quorum; Vote Required for Action. At all meetings of the Board, directors representing a majority of the Whole Board shall constitute a quorum for the transaction of business. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date or time. Except as otherwise provided herein or in the Certificate of Incorporation, or required by law, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 2.7 Organization. Meetings of the Board shall be presided over by (a) the Chairperson of the Board, or (b) in the absence of such person, the Lead Independent Director, or (c) in such person’s absence, by the Chief Executive Officer (if also a director), or (d) in such person’s absence, by a chairperson chosen by the Board at the meeting. Unless otherwise determined by the Board, the Secretary shall act as secretary of the meeting, but in such person’s absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

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Section 2.8 Unanimous Action by Directors in Lieu of a Meeting. Any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or such committee, as the case may be, consent thereto in writing or by electronic transmission, and any consent may be documented, signed and delivered in any manner permitted by Section 116 of the DGCL. After an action is taken, the consent or consents relating thereto shall be filed with the minutes of proceedings of the Board or committee, as applicable. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 2.9 Powers. Except as otherwise provided by the Certificate of Incorporation or the DGCL, the business and affairs of the Corporation shall be managed by or under the direction of the Board.

Section 2.10 Compensation of Directors. Members of the Board, as such, may receive, pursuant to a duly approved director compensation policy or other resolution of the Board or duly authorized committee of the Board, fees and other compensation for their services as directors, including without limitation their services as members of committees of the Board.

ARTICLE III

COMMITTEES

Section 3.1 Committees. The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting of such committee who are not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent provided in a resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority in reference to the following matters: (a) approving, adopting, or recommending to the stockholders any action or matter (other than the election or removal of members of the Board) expressly required by the DGCL to be submitted to stockholders for approval or (b) adopting, amending or repealing any bylaw of the Corporation.

Section 3.2 Committee Rules. Each committee shall keep records of its proceedings and make such reports as the Board may from time to time request. Unless the Board otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business. In the absence of such rules, each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article II of these Bylaws. Except as otherwise provided in the Certificate of Incorporation, these Bylaws or the resolution of the Board designating the committee, any committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and may delegate to any such subcommittee any or all of the powers and authority of the committee.

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ARTICLE IV

OFFICERS; CHAIRPERSON; LEAD INDEPENDENT DIRECTOR

Section 4.1 Generally. The officers of the Corporation shall consist of a Chief Executive Officer, a Chief Financial Officer, a Secretary and a Treasurer and may consist of such other officers as may from time to time be appointed by the Board. All officers shall be elected by the Board; provided, however, that the Board may empower the Chief Executive Officer of the Corporation to appoint any officer other than the Chief Executive Officer, the Chief Financial Officer or the Treasurer. Except as otherwise provided by law, by the Certificate of Incorporation or these Bylaws, each officer shall hold office until such officer’s successor is duly elected and qualified or until such officer’s earlier resignation, death, disqualification or removal. Any number of offices may be held by the same person. Any officer may resign by delivering a resignation in writing or by electronic transmission to the Corporation at its principal office or to the Chairperson of the Board, the Chief Executive Officer, or the Secretary. Such resignation shall be effective upon delivery unless it is specified to be effective at some later time or upon the happening of some later event. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled by the Board and the Board may, in its discretion, leave unfilled, for such period as it may determine, any offices. Each such successor shall hold office for the unexpired term of such officer’s predecessor and until a successor is duly elected and qualified or until such officer’s earlier resignation, death, disqualification or removal.

Section 4.2 Chief Executive Officer. Except as may be otherwise determined by the Board from time to time and subject to the provisions of these Bylaws, the powers and duties of the Chief Executive Officer of the Corporation are:

(a) to act as the general manager and, subject to the control of the Board, to have general supervision, direction and control of the business and affairs of the Corporation;

(b) subject to Section 1.6 of these Bylaws, to preside at all meetings of the stockholders;

(c) subject to Section 1.2 of these Bylaws, to call special meetings of the stockholders to be held at such times and, subject to the limitations prescribed by law or by these Bylaws, at such places as he or she shall deem proper;

(d) to affix the signature of the Corporation to all deeds, conveyances, mortgages, guarantees, leases, obligations, bonds, certificates and other papers and instruments in writing which have been authorized by the Board or which, in the judgment of the Chief Executive Officer, should be executed on behalf of the Corporation; to sign certificates for shares of stock of the Corporation (if any); and, subject to the direction of the Board, to have general charge of the property of the Corporation and to supervise and control all officers, agents and employees of the Corporation; and

(e) all other duties and powers that are commonly incident to the office of the Chief Executive Officer.

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Section 4.3 Chairperson of the Board. Subject to the provisions of Section 2.7 of these Bylaws, the Chairperson of the Board shall have the power to preside at all meetings of the Board and shall have such other powers and duties as provided in these Bylaws and as the Board may from time to time prescribe. The Chairperson of the Board may or may not be an officer of the Corporation.

Section 4.4 Lead Independent Director. The Board may, if the Chief Executive Officer of the Corporation is also the Chairperson of the Board or at any other time at its discretion, elect a lead independent director from among its members that are Independent Directors (as defined below) (such director, the “Lead Independent Director”). The Lead Independent Director shall preside at all meetings at which the Chairperson of the Board is not present and shall exercise such other powers and duties as may from time to time be assigned to him or her by the Board or as prescribed by these Bylaws. For purposes of these Bylaws, “Independent Director” has the meaning ascribed to such term under the rules of the exchange upon which the Corporation’s Class A Common Stock is primarily traded.

Section 4.5 President. Unless otherwise determined by the Board, the person holding the office of Chief Executive Officer shall be the President of the Corporation to the extent such position is deemed necessary or advisable with respect to any corporate requirements or similar governance matters. Subject to the provisions of these Bylaws and as otherwise may be determined by the Board, the President shall perform all duties and have all powers that are commonly incident to the office of President or that are delegated to the President by the Board.

Section 4.6 Chief Financial Officer. Subject to the direction of the Board and the Chief Executive Officer, the Chief Financial Officer shall perform all duties and have all powers that are commonly incident to the office of Chief Financial Officer, or as the Board or the Chief Executive Officer may from time to time prescribe.

Section 4.7 Treasurer. The person holding the office of Chief Financial Officer shall be the Treasurer of the Corporation unless the Board shall have designated another person as the Treasurer of the Corporation. The person holding the office of Treasurer shall have custody of all monies and securities of the Corporation. The Treasurer shall make such disbursements of the funds of the Corporation as are authorized and shall render from time to time an account of all such transactions. The Treasurer shall also perform such other duties and have such other powers as are commonly incident to the office of Treasurer, or as the Board, the Chief Executive Officer or the Chief Financial Officer may from time to time prescribe.

Section 4.8 Vice President. Each Vice President shall have all such powers and duties as are commonly incident to the office of Vice President or that are delegated to him or her by the Board or the Chief Executive Officer.

Section 4.9 Secretary. The Secretary shall issue or cause to be issued all authorized notices for, and shall keep, or cause to be kept, minutes of all meetings of the stockholders and the Board. The Secretary shall have charge of the corporate minute books and similar records and shall perform such other duties and have such other powers as are commonly incident to the office of Secretary, or as the Board or the Chief Executive Officer may from time to time prescribe.

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Section 4.10 Delegation of Authority. The Board may from time to time delegate the powers or duties of any officer of the Corporation to any other officers or agents of the Corporation, notwithstanding any provision hereof.

Section 4.11 Removal. Any officer of the Corporation shall serve at the pleasure of the Board and may be removed at any time, with or without cause, by the Board; provided that if the Board has empowered the Chief Executive Officer to appoint any officer of the Corporation, then such officer may also be removed by the Chief Executive Officer. Such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation.

Section 4.12 Voting Shares in Other Business Entities. The Chairperson, the Chief Executive Officer, the Chief Financial Officer, the Secretary, or any other person authorized by the Board may vote, and otherwise exercise on behalf of the Corporation any and all rights and powers incident to the ownership of, any and all shares of stock or other equity interests held by the Corporation in any other corporation or other business entity. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by the person having such authority.

Section 4.13 Execution of Corporate Contracts and Instruments. Except as otherwise determined by the Board or otherwise provided in these Bylaws, the Chief Executive Officer, Chief Financial Officer, Secretary and Chief Legal Officer, and any other officers, employees or agents of the Corporation designated by the Board or Chief Executive Officer, or other officers, employees or agents of the Corporation specifically delegated authority by the foregoing authorized persons, shall have power to enter into any contract or execute any instrument in the name of and on behalf of the Corporation. Such delegation may be by resolution or otherwise and the authority granted shall be general or confined to specific matters. In the absence of such designation referred to above, the officers of the Corporation shall have such power to the extent incident to the normal performance of their duties.

ARTICLE V

STOCK

Section 5.1 Certificates; Uncertificated Shares. The shares of capital stock of the Corporation shall be uncertificated shares (and the Board’s adoption of these Bylaws shall constitute a resolution of the Board that the shares of capital stock of the Corporation shall be uncertificated shares); provided, however, that the resolution of the Board that the shares of capital stock of the Corporation shall be uncertificated shares shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation (or the transfer agent or registrar, as the case may be). Notwithstanding the foregoing, the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be certificated shares. Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of the Corporation by, any two authorized officers of the Corporation (it being understood that each of the Chairperson of the Board, the Vice-Chairperson of the Board, the Chief Executive Officer, the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary, and any Assistant Secretary shall be an authorized officer for such purpose), representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were an officer, transfer agent or registrar at the date of issue.

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Section 5.2 Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates or Uncertificated Shares. The Corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate previously issued by it, alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to agree to indemnify the Corporation and/or to give the Corporation a bond sufficient to indemnify it, against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

Section 5.3 Other Regulations. Subject to applicable law, the Certificate of Incorporation and these Bylaws, the issue, transfer, conversion and registration of shares represented by certificates and of uncertificated shares shall be governed by such other regulations as the Board may establish.

ARTICLE VI

INDEMNIFICATION

Section 6.1 Indemnification of Officers and Directors. Each person who was or is made a party to, or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, legislative or any other type whatsoever (a “Proceeding”), by reason of the fact that such person (or a person of whom such person is the legal representative), is or was a director or officer of the Corporation or, while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans (for purposes of this Article VI, an “Indemnitee”), shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the DGCL as the same exists or may hereafter be amended, against all expenses, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith, provided such Indemnitee acted in good faith and in a manner that the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful; provided that to the extent a present or former director or officer has been successful on the merits or otherwise in defense of any Proceeding or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorney’s fees) actually and reasonably incurred by such person in connection therewith without regard to whether such Indemnitee met the standard of conduct otherwise necessary to demonstrate an entitlement to indemnification. Such indemnification shall continue as to an Indemnitee who has ceased to be a director or officer of the Corporation and shall inure to the benefit of such Indemnitees’ heirs, executors and administrators. Notwithstanding the foregoing, subject to Section 6.5 of these Bylaws, the Corporation shall indemnify any such Indemnitee seeking indemnity in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board or such indemnification is authorized by an agreement approved by the Board.

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Section 6.2 Advance of Expenses. The Corporation shall to the fullest extent permitted by applicable law pay all expenses (including attorneys’ fees) incurred by an Indemnitee in defending any Proceeding in advance of its final disposition; provided, however, that the advancement of such expenses shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such Indemnitee, to repay such amounts if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified under this Article VI or otherwise.

Section 6.3 Non-Exclusivity of Rights. The rights conferred on any person in this Article VI shall not be exclusive of any other right that such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, agreement, vote or consent of stockholders or disinterested directors, or otherwise. Additionally, nothing in this Article VI shall limit the ability of the Corporation, in its discretion, to indemnify or advance expenses to persons whom the Corporation is not obligated to indemnify or advance expenses pursuant to this Article VI.

Section 6.4 Indemnification Contracts. The Board is authorized to cause the Corporation to enter into indemnification contracts with any director, officer, employee or agent of the Corporation, or any person serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust or other enterprise, including employee benefit plans, providing indemnification or advancement rights to such person. Such rights may be greater than those provided in this Article VI.

Section 6.5 Right of Indemnitee to Bring Suit. The following shall apply to the extent not in conflict with any indemnification contract provided for in Section 6.4 of these Bylaws.

6.5.1 Right to Bring Suit. If a claim under Section 6.1 or 6.2 of these Bylaws is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Indemnitee shall be entitled to be paid, to the fullest extent permitted by law, the expense of prosecuting or defending such suit. In any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of expenses) it shall be a defense that the Indemnitee has not met any applicable standard of conduct which makes it permissible under the DGCL (or other applicable law) for the Corporation to indemnify the Indemnitee for the amount claimed.

6.5.2 Effect of Determination. The absence of a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in applicable law shall not create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit.

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6.5.3 Burden of Proof. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VI, or otherwise, shall be on the Corporation.

Section 6.6 Nature of Rights. The rights conferred upon Indemnitees in this Article VI shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a director or officer and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators. Any amendment, repeal or modification of any provision of this Article VI that adversely affects any right of an Indemnitee or an Indemnitee’s successors shall be prospective only, and shall not adversely affect any right or protection conferred on a person pursuant to this Article VI with respect to any Proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, repeal or modification. Any reference to an officer of the Corporation in this Article VI shall be deemed to refer exclusively to the Chief Executive Officer, President, Treasurer, Chief Financial Officer, and Secretary of the Corporation appointed pursuant to Article IV of these Bylaws, and to any Vice President, Assistant Secretary, Assistant Treasurer or other officer of the Corporation appointed by the Board of Directors or by the Chief Executive Officer pursuant to Article IV of these Bylaws, and any reference to an officer of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and bylaws or equivalent organizational documents of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The fact that any person who is or was an employee of the Corporation or an employee of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, but not an officer thereof as described in the preceding sentence, has been given or has used the title of “Vice President” or any other title that could be construed to suggest or imply that such person is or may be such an officer of the Corporation or of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall not result in such person being constituted as, or being deemed to be, such an officer of the Corporation or of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise for purposes of this Article VI.

Section 6.7 Insurance. The Corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

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ARTICLE VII

NOTICES

Section 7.1 Notice.

7.1.1 Form and Delivery. Except as otherwise specifically required in these Bylaws (including, without limitation, Section 7.1.2 of these Bylaws) or by applicable law, all notices required to be given pursuant to these Bylaws may (a) in every instance in connection with any delivery to a member of the Board, be effectively given by hand delivery (including use of a delivery service), by depositing such notice in the mail, postage prepaid, or by sending such notice by overnight express courier, facsimile, electronic mail or other form of electronic transmission and (b) be effectively delivered to a stockholder when given by hand delivery, by depositing such notice in the mail, postage prepaid, or by courier service or electronic mail in the manner provided in Section 232 of the DGCL or, if specifically consented to by the stockholder as described in Section 7.1.2 of these Bylaws, by sending such notice by a form of electronic transmission other than electronic mail in the manner prescribed by Section 232 of the DGCL. Any such notice shall be addressed to the person to whom notice is to be given at such person’s address as it appears on the records of the Corporation. The notice shall be deemed given (a) in the case of hand delivery, when received by the person to whom notice is to be given or by any person accepting such notice on behalf of such person, (b) in the case of delivery by mail, upon deposit in the mail, postage prepaid, (c) in (i) the case of delivery by overnight express courier to a director, when dispatched or (ii) the case of delivery by courier service to a stockholder, the earlier of when the notice is received or left at such stockholder’s address, and (d) in (i) the case of delivery by electronic mail, when directed to the director’s or stockholder’s electronic mail address unless, in the case of a stockholder, the stockholder has notified the corporation in writing or by electronic transmission of an objection to receiving notice by electronic mail or such notice is prohibited by the last sentence of Section 7.1.2 of these Bylaws or (ii) the case of delivery via facsimile or other form of electronic transmission (other than electronic mail) at the time provided in Section 7.1.2 of these Bylaws.

7.1.2 Electronic Transmission. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under any provision of the DGCL, the Certificate of Incorporation, or these Bylaws shall be effective if given by a form of electronic transmission (other than electronic mail) consented to by the stockholder to whom the notice is given in accordance with Section 232 of the DGCL. Notice given pursuant to this Section 7.1.2 shall be deemed given: (i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (ii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of such posting and the giving of such separate notice; and (iii) if by any other form of electronic transmission (other than electronic mail), when directed to the stockholder. Notwithstanding the foregoing, a notice may not be given to stockholders by an electronic transmission from and after the time that (a) the Corporation is unable to deliver by such electronic transmission two (2) consecutive notices given by the Corporation, (b) such inability becomes known to the Secretary or an Assistant Secretary or to the transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to discover such inability shall not invalidate any meeting or other action.

7.1.3 Affidavit of Giving Notice. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent or other agent of the Corporation that the notice has been given in writing or by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

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Section 7.2 Waiver of Notice. Whenever notice is required to be given under any provision of the DGCL, the Certificate of Incorporation or these Bylaws, a written waiver of notice, signed by the person entitled to notice, or waiver by electronic transmission by such person, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any waiver of notice.

ARTICLE VIII

MISCELLANEOUS

Section 8.1 Fiscal Year. The fiscal year of the Corporation shall be the calendar year, unless otherwise determined by resolution of the Board.

Section 8.2 Seal. The Board may provide for a corporate seal, which may have the name of the Corporation inscribed thereon and shall otherwise be in such form as may be approved from time to time by the Board.

Section 8.3 Form of Records. Any records administered by or on behalf of the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on or by means of, or be in the form of any other information storage device, method or one or more electronic networks or databases (including one or more distributed electronic networks or databases), electronic or otherwise, provided that the records so kept can be converted into clearly legible paper form within a reasonable time and otherwise comply with the DGCL. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to any provision of the DGCL.

Section 8.4 Certificate of Incorporation Governs. In the event of any conflict between the provisions of the Certificate of Incorporation and Bylaws, the provisions of the Certificate of Incorporation shall govern.

Section 8.5 Severability. If any provision of these Bylaws shall be held to be invalid, illegal, unenforceable or in conflict with the provisions of the Certificate of Incorporation, then such provision shall nonetheless be enforced to the maximum extent possible consistent with such holding and the remaining provisions of these Bylaws (including without limitation, all portions of any section of these Bylaws containing any such provision held to be invalid, illegal, unenforceable or in conflict with the Certificate of Incorporation, that are not themselves invalid, illegal, unenforceable or in conflict with the Certificate of Incorporation) shall remain in full force and effect.

Section 8.6 Time Periods. In applying any provision of these Bylaws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, unless otherwise specifically provided, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

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ARTICLE IX

AMENDMENT

Subject to the terms of the Certificate of Incorporation and applicable law, these Bylaws may be altered, amended or repealed, and new bylaws may be adopted, by the Board or the stockholders.

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CERTIFICATION OF AMENDED AND RESTATED BYLAWS

OF

ANDERSEN GROUP INC.

(a Delaware corporation)

I, certify that I am Secretary of Andersen Group Inc., a Delaware corporation (the “Corporation”), that I am duly authorized to make and deliver this certification, that the attached Bylaws are a true and complete copy of the Amended and Restated Bylaws of the Corporation in effect as of the date of this certificate.

Dated:       , 2025

Secretary

EX-10.1

Exhibit 10.1

ANDERSEN GROUP INC.

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of , is made by and between Andersen Group Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

RECITALS:

A. The Company desires to attract and retain the services of highly qualified individuals as directors, officers, employees and agents.

B. The Company’s certificate of incorporation, as amended (the “Certificate of Incorporation”) authorizes the Company to indemnify its directors, officers, employees and agents as set forth therein.

C. The Company’s bylaws (the “Bylaws”) require that the Company indemnify and advance expenses to persons who are or were serving as directors and officers of the Company (including persons who, while serving as directors or officers, are or were serving at the request of the Company as a director, officer, employee or agent of another enterprise), and permits the Company to indemnify and advance expenses to such other persons it has the power to indemnify and provide rights to an advance of expenses under the Delaware General Corporation Law, as amended (the “Code”), and such Bylaws expressly provide that the indemnification provided therein is not exclusive and contemplates that the Company may enter into separate agreements with its directors, officers and other persons to set forth specific provisions relating to indemnification and advancement of expenses.

D. Indemnitee does not regard the protection currently provided by applicable law, the Company’s governing documents and available insurance as adequate under the present circumstances, and the Company has determined that Indemnitee and other directors, officers, employees and agents of the Company may not be willing to serve or continue to serve in such capacities without additional protection.

E. The Company desires and has requested Indemnitee to serve or continue to serve as a director, officer, employee or agent of the Company, as the case may be, and has proffered this Agreement to Indemnitee as an additional inducement to serve in such capacity.

F. Indemnitee is willing to serve, or to continue to serve, as a director, officer, employee or agent of the Company, as the case may be, if Indemnitee is furnished the indemnity provided for herein by the Company.

AGREEMENT:

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Definitions.

(a) Agent. For purposes of this Agreement, the term “agent” of the Company means any person who: (i) is or was a director, officer, employee or other fiduciary of the Company or a subsidiary of the Company; or (ii) is or was serving at the request or for the convenience of, or representing the interests of, the Company or a subsidiary of the Company, as a director, officer, employee or other fiduciary of a foreign or domestic corporation, partnership, joint venture, trust or other enterprise.

(b) Change in Control. For purposes of this Agreement, the term “change in control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:

(i) Acquisition of Stock by Third Party. Any Person (as defined below), excluding Andersen Aggregator LLC, is or becomes the Beneficial Owner (as defined below), directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company’s then outstanding securities;

(ii) Change in Board Composition. During any period of two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Company’s board of directors, and any new directors (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Sections 1(b)(i), 1(b)(iii) or 1(b)(iv)) whose election by the board of directors or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Company’s board of directors;

(iii) Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;

(iv) Liquidation. The approval by the stockholders of the Company of a dissolution, liquidation and winding up of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; and

(v) Other Events. Any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended, whether or not the Company is then subject to such reporting requirement, except the completion of the Company’s initial public offering shall not be considered a change in control.

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For purposes of this Section 1(b), the following terms shall have the following meanings: (A) ^“Person^” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended; provided, however, that “Person” shall exclude (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (iii) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, and (B) “Beneficial Owner” shall have the meaning given to such term in Rule 13d-3 under the Securities Exchange Act of 1934, as amended; provided, however, that “Beneficial Owner” shall exclude any Person otherwise becoming a Beneficial Owner by reason of (i) the stockholders of the Company approving a merger of the Company with another entity or (ii) the Company’s board of directors approving a sale of securities by the Company to such Person.

(c) Disinterested Director. For purposes of this Agreement, the term “disinterested director” shall be a director of the Company who is not and was not a party to the proceeding in respect of which indemnification is sought by Indemnitee.

(d) Expenses. For purposes of this Agreement, the term “expenses” shall be broadly construed and shall include, without limitation, all direct and indirect costs of any type (including, without limitation, all reasonable attorneys’, witness, or other professional fees and related disbursements, and other reasonable out-of-pocket costs), actually and reasonably incurred by Indemnitee in connection with the investigation, defense or appeal of a proceeding or establishing or enforcing a right to indemnification under this Agreement, the Code or otherwise, and amounts paid in settlement by or on behalf of Indemnitee, but shall not include any judgments, fines or penalties actually levied against Indemnitee for such individual’s violations of law. The term “expenses” shall also include reasonable compensation for time spent by Indemnitee for which Indemnitee is not compensated by the Company or any subsidiary or third party (i) for any period during which Indemnitee is not an agent, in the employment of, serving as a director of the Company or its parent entity or subsidiary, or providing services for compensation to, the Company or its parent entity or subsidiary; and (ii) if the rate of compensation and estimated time involved is approved by the directors of the Company who are not parties to any action with respect to which expenses are incurred, for Indemnitee while an agent of, employed by, or providing services for compensation to, the Company or any subsidiary.

(e) Proceedings. For purposes of this Agreement, the term “proceeding” shall be broadly construed and shall include, without limitation, any threatened, pending, or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, and whether formal or informal in any case, in which Indemnitee was, is or will be involved as a party or otherwise by reason of: (i) the fact that Indemnitee is or was a director or officer of the Company; (ii) the fact that any action taken by Indemnitee or of any action on Indemnitee’s part while acting as director, officer, employee or agent of the Company; or (iii) the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, and in any such case described above, whether or not serving in any such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses may be provided under this Agreement.

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(f) Subsidiary. For purposes of this Agreement, the term “subsidiary” means any corporation or limited liability company of which more than 50% of the outstanding voting securities or equity interests are owned, directly or indirectly, by the Company and one or more of its subsidiaries, and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary.

(g) Independent Counsel. For purposes of this Agreement, the term “independent counsel” means a law firm, or a partner (or, if applicable, member) of such a law firm, that is experienced in the matters relevant to the issue(s) concerning such indemnification claims, and neither presently is, nor in the past five (5) years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party, or (ii) any other party to the proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “independent counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

2. Agreement to Serve. Indemnitee will serve, or continue to serve, as a director, officer, employee or agent of the Company or any subsidiary, as the case may be, faithfully and to the best of his or her ability, at the will of the Company or such subsidiary (or under separate agreement, if such agreement exists), in the capacity Indemnitee currently serves as an agent of the Company or such subsidiary, so long as Indemnitee is duly appointed or elected and qualified in accordance with the applicable provisions of the Bylaws or other applicable governing documents of the Company or such other subsidiary, as applicable, or until such time as Indemnitee resigns from such position; provided, however, that nothing contained in this Agreement is intended as an employment agreement between Indemnitee and the Company or any of its subsidiaries or to create any right to continued employment of Indemnitee with the Company or any of its subsidiaries in any capacity.

The Company acknowledges that it has entered into this Agreement and assumes the obligations imposed on it hereby, in addition to and separate from its obligations to Indemnitee under the Bylaws, to induce Indemnitee to serve, or continue to serve, as a director, officer, employee or agent of the Company and/or any subsidiary of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee or agent of the Company and/or any such subsidiary.

3. Indemnification.

(a) Indemnification in Third Party Proceedings. Subject to Section 10 below, the Company shall indemnify Indemnitee to the fullest extent permitted by the Code, as the same may be amended from time to time, if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding, for any and all expenses, actually and reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of such proceeding.

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(b) Indemnification in Derivative Actions and Direct Actions by the Company. Subject to Section 10 below, the Company shall indemnify Indemnitee to the fullest extent permitted by the Code, if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding by or in the right of the Company to procure a judgment in its favor, against any and all expenses actually and reasonably incurred by Indemnitee in connection with the investigation, defense, settlement, or appeal of such proceedings.

4. Indemnification of Expenses of Successful Party. To the extent that Indemnitee is a party to or a participant in and is successful (on the merits or otherwise) in defense of any proceeding or any claim, issue or matter therein, the Company shall indemnify Indemnitee against all expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. To the extent permitted by applicable law, if Indemnitee is not wholly successful in such proceeding but is successful, on the merits or otherwise, in defense of one or more but less than all claims, issues or matters in such proceeding, the Company shall indemnify Indemnitee against all expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with (a) each successfully resolved claim, issue or matter and (b) any claim, issue or matter related to any such successfully resolved claim, issue or matter. For purposes of this section, the termination of any claim, issue or matter in such a proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

5. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses actually and reasonably incurred by Indemnitee in the investigation, defense, settlement or appeal of a proceeding, but is precluded by applicable law or the specific terms of this Agreement to indemnification for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

6. Advancement of Expenses. To the extent not prohibited by law, the Company shall advance the expenses incurred by Indemnitee in connection with any proceeding, and such advancement shall be made as soon as practicable but no more than forty-five (45) days after the receipt by the Company of a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice). Advances shall be unsecured, interest free and without regard to Indemnitee’s ability to repay the expenses. Indemnitee hereby undertakes to repay any advance to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee

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shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b).

7. Notice and Other Indemnification Procedures.

(a) Notification of Proceeding. Indemnitee will notify the Company in writing promptly upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any proceeding or matter which may be subject to indemnification or advancement of expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise.

(b) Request for Indemnification and Indemnification Payments. Indemnitee shall notify the Company promptly in writing upon receiving notice of any demand, judgment or other requirement for payment that is the subject to indemnification under the terms of this Agreement and shall request payment thereof by the Company. Indemnification payments requested by Indemnitee under Section 3 hereof shall be made by the Company as soon as practicable but no later than sixty (60) days after receipt of the written request of Indemnitee. Claims for advancement of expenses shall be made under the provisions of Section 6 herein.

(c) Application for Enforcement. In the event the Company fails to make timely payments as set forth in Sections 6 or 7(b) above, Indemnitee shall have the right to apply to any court of competent jurisdiction for the purpose of enforcing Indemnitee’s right to indemnification or advancement of expenses pursuant to this Agreement. In such an enforcement hearing or proceeding, the burden of proof shall be on the Company to prove by that indemnification or advancement of expenses to Indemnitee is not required under this Agreement or permitted by applicable law. Any determination by the Company (including its board of directors, stockholders or independent counsel) that Indemnitee is not entitled to indemnification hereunder, shall not create any presumption that Indemnitee is not entitled to indemnification or advancement of expenses hereunder.

(d) Procedures Upon Application for Indemnification.

(i) Upon written request by Indemnitee for indemnification herein, a determination with respect to Indemnitee’s entitlement thereto shall be made as follows, provided that a change in control shall not have occurred: (i) by a majority vote of the disinterested directors, even if less than a quorum of the Company’s board of directors; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even if less than a quorum of the Company’s board of directors; (iii) if there are no such disinterested directors or, if such disinterested directors so direct, by independent counsel in a written opinion to the Company’s board of directors, a copy of which shall be delivered to Indemnitee; or (iv) if so directed by the Company’s board of directors, by the Company’s stockholders.

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(ii) If a change in control shall have occurred, a determination with respect to Indemnitee’s entitlement to indemnification shall be made by independent counsel in a written opinion to the Company’s board of directors, a copy of which shall be delivered to Indemnitee. Indemnitee shall cooperate with the person, persons or entity making the determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company, to the extent permitted by applicable law.

(iii) In the event the determination of entitlement to indemnification is to be made by independent counsel, the independent counsel shall be selected as provided below and consistent with the requirements of an independent counsel as set forth in Section 1. If a change in control shall not have occurred, the independent counsel shall be selected by the Company’s board of directors, with the consent of the Indemnitee (which consent shall not be unreasonably withheld). If a change in control shall have occurred, the independent counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Company’s board of directors, in which event the preceding sentence shall apply, or in the event that there are multiple indemnitees relating to the same indemnification claims without a conflict of interest, in which case such indemnitees shall endeavor to unanimously appoint a single independent counsel), with the consent of the Company (which consent shall not be unreasonably withheld). The Company shall pay the reasonable fees and expenses of any independent counsel relating to the indemnification matters contemplated herein consistent with the terms of this Agreement.

(e) Cooperation. Indemnitee shall provide the Company such information and cooperation in connection with any proceeding as may be reasonably appropriate.

8. Assumption of Defense. In the event the Company may be obligated to make any indemnity to Indemnitee contemplated hereunder in connection with any proceeding, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, or to participate to the extent permissible in such proceeding, with counsel reasonably acceptable to Indemnitee. Upon assumption of the defense by the Company and the retention of such counsel by the Company, the Company shall not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that Indemnitee shall have the right to employ separate counsel in such proceeding at Indemnitee’s sole cost and expense. Notwithstanding the foregoing, if Indemnitee’s counsel delivers a written notice to the Company stating that such counsel has reasonably concluded that there is, or is reasonably likely to be, a conflict of interest between the Company and Indemnitee in the conduct of any such defense or the Company shall not have employed counsel or otherwise actively pursued the defense of such proceeding within a reasonable time, then in any such event the reasonable fees and expenses of Indemnitee’s counsel to defend such proceeding shall be subject to the indemnification and advancement of expenses provisions of this Agreement.

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9. Insurance. To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents of the Company or of any subsidiary (“D&O Insurance”), Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee or agent under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all commercially reasonable or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies. In the event of a Change in Control, or the Company becoming insolvent (including being placed into receivership or entering the federal bankruptcy process and the like), the Company shall maintain in force any and all insurance policies then maintained by the Company in respect of Indemnitee (including directors’ and officers’ liability, fiduciary, employment practices or otherwise), for a period of six years thereafter (“Tail Policy”). The Tail Policy shall be placed by the broker of the Company’s choice with incumbent insurance carriers using the policies that were in place at the time of the Change in Control (unless the incumbent carriers do not offer such policies, in which case the Tail Policy shall be substantially comparable in scope and amount as the expiring policies, and the insurance carriers for the Tail Policy shall have an AM Best rating that is the same or better than the AM Best ratings of the expiring policies).

10. Exceptions.

(a) Certain Matters. Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee on account of any proceeding with respect to (i) remuneration paid to Indemnitee if it is determined by final judgment or other final adjudication that such remuneration was in violation of law (and, in this respect, both the Company and Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication, as indicated in Section 10(d) below); (ii) a final judgment rendered against Indemnitee for an accounting, disgorgement or repayment of profits made from the purchase or sale by Indemnitee of securities of the Company against Indemnitee or in connection with a settlement by or on behalf of Indemnitee to the extent it is acknowledged by Indemnitee and the Company that such amount paid in settlement resulted from Indemnitee’s conduct from which Indemnitee received monetary personal profit pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or other provisions of any federal, state or local statute or rules and regulations thereunder; (iii) a final judgment or other final adjudication that Indemnitee’s conduct was in bad faith, knowingly fraudulent or deliberately dishonest or constituted willful misconduct (but only to the extent of such specific determination); (iv) on account of conduct that is established by a final judgment as constituting a breach of Indemnitee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Indemnitee is not legally entitled; or (v) any reimbursement of the Company by Indemnitee of any compensation pursuant to any compensation recoupment or clawback policy adopted by the Board or the compensation committee of the Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Securities Exchange Act. For purposes of the foregoing sentence, a final judgment or other adjudication may be reached in either the underlying proceeding or action in connection with which indemnification is sought or a separate proceeding or action to establish rights and liabilities under this Agreement.

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(b) Claims Initiated by Indemnitee. Any provision herein to the contrary notwithstanding, the Company shall not be obligated to indemnify or advance expenses to Indemnitee with respect to proceedings or claims (or any part thereof) initiated or brought by Indemnitee against the Company or its directors, officers, employees or other agents and not by way of defense, except (i) with respect to proceedings brought to establish or enforce a right to indemnification or an advancement of expenses under this Agreement or under any other agreement, provision in the Bylaws or Certificate of Incorporation or applicable law, or (ii) with respect to any other proceeding initiated by Indemnitee that is either approved by the Company’s board of directors. However, indemnification or advancement of expenses may be provided by the Company in specific cases if the Company’s board of directors determines it to be appropriate.

(c) Unauthorized Settlements. Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee under this Agreement for any amounts paid in settlement of a proceeding effected without the Company’s written consent. The Company shall not, without the Indemnitee’s prior written consent, enter into any such settlement of any proceeding contemplated by this Agreement (in whole or in part) unless such settlement (i) provides for a full and final release of all claims asserted against Indemnitee and (ii) does not impose any expense, judgment, fine, penalty or limitation on Indemnitee. Neither the Company nor Indemnitee shall unreasonably withhold consent to any proposed settlement; provided, however, that the Company may in any event decline to consent to (or to otherwise admit or agree to any liability for indemnification hereunder in respect of) any proposed settlement if the Company is also a party in such proceeding and determines in good faith that such settlement is not in the best interests of the Company and its stockholders.

(d) Securities Act Liabilities. Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee or otherwise act in violation of any undertaking appearing in and required by the rules and regulations promulgated under the Securities Act of 1933, as amended (the “Act”), or in any registration statement filed with the SEC under the Act. Indemnitee acknowledges that paragraph (h) of Item 512 of Regulation S-K currently generally requires the Company to undertake in connection with any registration statement filed under the Act to submit the issue of the enforceability of Indemnitee’s rights under this Agreement in connection with any liability under the Act on public policy grounds to a court of appropriate jurisdiction and to be governed by any final adjudication of such issue. Indemnitee specifically agrees that any such undertaking shall supersede the provisions of this Agreement and to be bound by any such undertaking.

(e) No Duplication of Payment. The Company shall not be obligated under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent payment has actually been made to or on behalf of Indemnitee under any statute, insurance policy, indemnity provision or otherwise.

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11. Nonexclusivity; Priority of Payment and Survival of Rights.

(a) The provisions for indemnification and advancement of expenses set forth in this Agreement shall not be deemed exclusive of any other rights which Indemnitee may at any time be entitled under any provision of applicable law, the Company’s Certificate of Incorporation, Bylaws or other agreements, both as to action in Indemnitee’s official capacity and Indemnitee’s action as an agent of the Company, in any court in which a proceeding is brought, and Indemnitee’s rights hereunder shall continue after Indemnitee has ceased acting as an agent of the Company and shall inure to the benefit of the heirs, executors, administrators and assigns of Indemnitee. The obligations and duties of the Company to Indemnitee under this Agreement shall be binding on the Company and its successors and assigns until terminated in accordance with its terms. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

(b) No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her corporate status prior to such amendment, alteration or repeal. To the extent that a change in the Code, whether by statute or judicial decision, permits greater indemnification or advancement of expenses than would be afforded currently under the Company’s Certificate of Incorporation, Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, by Indemnitee shall not prevent the concurrent assertion or employment of any other right or remedy by Indemnitee.

12. Term. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a director or and/or officer, employee or agent of the Company; or (b) one (1) year after the final termination of any proceeding, including any appeal, then pending, in respect to which Indemnitee was granted, or otherwise may be entitled to, rights of indemnification or advancement of expenses hereunder. For the avoidance of doubt, this Agreement shall provide for rights of indemnification and advancement of Expenses as set forth herein for any event or occurrence related to Indemnitee’s service for the Company, regardless of whether such events or occurrences occurred before or after the date of this Agreement.

No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against an Indemnitee or an Indemnitee’s estate, spouse, heirs, executors or personal or legal representatives after the expiration of five (5) years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such five-year period; provided, however, that if any shorter period of limitations is otherwise applicable to such cause of action, such shorter period shall govern.

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13. Subrogation. In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who, at the request of the Company, shall execute all papers required and shall do everything that may be reasonably necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

14. Interpretation of Agreement. It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide indemnification to Indemnitee to the fullest extent now or hereafter permitted by law.

15. Severability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever, (a) the validity, legality and enforceability of the remaining provisions of the Agreement (including without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable and to give effect to Section 14 hereof.

16. Amendment and Waiver. No supplement, modification, amendment, or cancellation of this Agreement shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

17. Notice. Except as otherwise provided herein, any notice or demand which, by the provisions hereof, is required or which may be given to or served upon the parties hereto shall be in writing and, if by overnight delivery, courier or personal delivery, shall be deemed to have been validly served, given or delivered upon actual delivery and, if mailed, shall be deemed to have been validly served, given or delivered three (3) business days after deposit in the United States mail, as registered or certified mail, with proper postage prepaid and addressed to the party or parties to be notified at the addresses set forth on the signature page of this Agreement (or such other address(es) as a party may designate for itself by like notice). If to the Company, notices and demands shall be delivered to the attention of the Secretary of the Company.

18. Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

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19. Governing Law; Venue. This Agreement shall be governed exclusively by and construed according to the laws of the State of Delaware, without giving effect to any conflicts of laws principles that require the application of the law of a different state. The Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Court of Chancery of the State of Delaware (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) appoint, to the extent such party is not otherwise subject to service of process in the State of Delaware, to appoint the registered agent of the Company irrevocably as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

20. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute but one and the same Agreement. Only one such counterpart need be produced to evidence the existence of this Agreement.

21. Headings. The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction hereof.

22. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, written and oral, between the parties with respect to the subject matter of this Agreement; provided, however, that this Agreement is a supplement to and in furtherance of the Company’s Certificate of Incorporation, Bylaws, the Code and any other applicable law, and shall not be deemed a substitute therefor, and does not diminish or abrogate any rights of Indemnitee thereunder.

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IN WITNESS WHEREOF, the parties hereto have entered into this Agreement effective as of the date set forth in the first paragraph hereof.

COMPANY

ANDERSEN GROUP INC.

Signature:

Print Name:

Title:

INDEMNITEE

Signature:

Print Name:

Address:

SIGNATURE PAGE TO

INDEMNIFICATION AGREEMENT

EX-10.8

Exhibit 10.8

August 18, 2025

Mark Vorsatz

Via electronic delivery:  

Dear Mark:

It is with great pleasure that we confirm the terms of your existing employment with Andersen Tax LLC (“Andersen”) as follows, effective as of the closing of the initial public offering of the Class A Common Stock of Andersen Group Inc. (the “Public Offering”):

Function/Title:	Managing Director and Chief Executive Office of Andersen and Chief Executive Officer of Andersen Group Inc. (“Group”), reporting to the Board of Directors of Group. You are also serving as the Chairman of the Board of Directors of Group. We refer to Andersen, Group and their affiliates as the “Andersen Group Entities”. While you have roles at both Andersen and Group, your legal employer is Andersen.
Location:	San Francisco Office
Base Compensation:	Your compensation will be paid at the rate of $3,295,000 per annum, less applicable deductions. As a Managing Director, your base pay will be subject to the compensation practices applicable to all Andersen Managing Directors, including any increases, reductions or deferrals, and will be paid in accordance with the then current compensation schedule for other Managing Directors.
Unit Award:	In connection with the Public Offering, your outstanding units in MD Management LLC and MD Investment LLC (the “MD Entities”) were exchanged for Class X Aggregator Units of Andersen Aggregator LLC (which represent your beneficial ownership of Class X Umbrella Units of Andersen Umbrella LLC and which are exchangeable one-to-one with Class A Common Stock of Andersen Group Inc.) and Class B Common Stock of Andersen Group Inc., (together with the Class A Common Stock, the “Common Stock”) of Andersen Group Inc. The Class B Common Stock is subject to cancellation upon an exchange of the Class X Umbrella Units for Class A Common Stock. Your Class X Aggregator Units (and any securities for which those Class X Aggregator Units may be exchanged) are subject to certain vesting and transfer restrictions as set forth in the applicable limited liability company agreement.

Mark Vorsatz

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Exclusive Service:

You agree to devote substantially all of your working time, attention, energies, and best efforts to rendering services on behalf of the Andersen Group Entities and shall not, without the prior written consent of Group’s Board of Directors be engaged in the rendering of services for any other person, firm, organization, or business entity, whether paid or unpaid; nor shall you render professional services or engage in any other business activity, whether or not such business activity is pursued for gain, profit, or other pecuniary advantage which would interfere with the satisfactory performance of your duties to the Andersen Group Entities. You may engage in charitable and community affairs and manage your personal investments, provided that such activities are not inconsistent with the business of the Andersen Group Entities and do not materially interfere with the performance of your duties or responsibilities. You further agree that, during the period of your employment, any and all monies earned by you from the rendering of services for the Andersen Group Entities (other than the compensation herein contemplated) belong to the Andersen Group Entities. Notwithstanding the foregoing, monies earned from professional activities undertaken by you other than on behalf of the Andersen Group Entities, to which Group’s Board of Directors has given its prior written consent, shall remain your property and shall not be deemed receipts or property of the Andersen Group Entities.

Intellectual Property:

You agree to disclose promptly to Andersen all inventions, discoveries, techniques, technologies, methodologies, writings, software, improvements, and any other works developed, conceived or created by you, either alone or in conjunction with others, at any time during your employment and related to the actual or expected business or activities of the Andersen Group Entities (“Works”), including, without limitation, Works created in connection with services provided to clients. You hereby assign all of your rights, title and interests (including, without limitation, all copyrights, trademarks, patent rights and other intellectual property rights) therein to Andersen. Whenever requested to do so by Andersen, you agree to cooperate and do all things necessary, including executing all applications, assignments or other instruments that Andersen shall deem necessary to apply for and obtain letters patent or copyrights of the United

Mark Vorsatz

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	States or any foreign country, or otherwise protect Andersen’s interests therein. If you do not execute such instruments within five days of their being presented to you, you hereby appoint Andersen with limited power of attorney to execute all such instruments. This power of attorney is a right coupled with an interest and is irrevocable. These obligations shall continue beyond the conclusion of your employment, and shall be binding upon your assigns, executors, administrators and other legal representatives. All Works shall be considered confidential information of Andersen.
Registration/Credentialing:	The position that you hold may require testing, registration and/or certain licensure. Your countersignature below constitutes your representation that all necessary testing, registration and/or licensure requirements have been completed and/or obtained and that you are current and in good standing.
Termination of Employment	Any termination of your employment by Andersen will be approved by Group’s Board of Directors.
Resignation or Termination of Employment For Cause:	In the event that you resign or your employment is terminated by Andersen for cause at any time, you will not be entitled to receive any compensation (discretionary or otherwise, including any payment of Specially Allocated Income (as defined under the LLC Agreements for the MD Entities) (“SAI”) that may be payable to you for periods prior to the effectiveness of the Public Offering) or any termination payments. You will be entitled to receive only salary accrued prior to your resignation or termination, and any benefits earned under Andersen’s benefit plans. For purposes hereof, “cause” shall mean that (i) you committed an act constituting a misdemeanor involving moral turpitude, or a felony under the laws of the United States or any state or political subdivision thereof; (ii) you violated laws, rules or regulations applicable to banks, investment banks, broker dealers, investment advisors, or the banking and securities industry generally; (iii) you committed an act constituting a breach of fiduciary duty, negligence, or misconduct; (iv) you engaged in conduct that violated the Andersen Group Entities’ internal policies or procedures; (v) you committed an act of fraud, dishonesty or misrepresentation; (vi) you engaged in a conflict of interest or self-dealing; (vii) you breached your obligations as set forth in this Agreement or you failed to perform your duties as an employee of Andersen or (viii) your failure to cooperate in good faith with a governmental or internal investigation of any of the Andersen Group Entities or their officers, directors or employees if Group’s Board of Directors has requested your cooperation .

Mark Vorsatz

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Termination of Employment Other Than For Cause:	In the event that your employment is terminated by Andersen other than for cause (and not by reason of your death or disability) and consistent with Andersen’s then current compensation and benefit plan: (1) you will receive accrued but unpaid salary and incentive compensation, through the date of the termination of your employment, but will not be eligible for any unearned bonus compensation, however, you may remain eligible to receive an allocation and payment of an SAI-equivalent bonus, if any, pro-rated through the date of termination and subject to management’s discretion, and (2) you will receive the value of any accrued but unpaid benefits, such as Paid Time Off Pay (“PTO”), to which you are entitled under the Andersen benefit plans then in effect, and if applicable.
Termination by Managing Director	You may terminate this Agreement and your employment with Andersen by giving (30) days prior written notice of termination to Group’s Board of Directors; provided, however, Andersen reserves the right to accept your notice of termination and to accelerate such notice and make your termination effective immediately, or on any other date prior to your intended last day of work as Group’s Board of Directors deems appropriate.
Death/Disability:	In the event of your death or permanent disability whereby you are unable to perform the essential functions of your job for four (4) consecutive months, except as otherwise required by applicable law, your employment will be terminated and you will not be entitled to any termination payments. You will be entitled to receive only salary accrued prior to such resignation or termination, incentive compensation awarded to you on or before the date of termination, and any benefits earned under Andersen’s benefit plans.
Restrictive Covenant:	In consideration of your employment and/or continued employment, you agree that, in order to protect and preserve Andersen’s strong proprietary interest in confidential client information and confidential, proprietary information and trade secrets (as described below), to which you will have access and be privy as an employee of Andersen, you will not,

Mark Vorsatz

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	beginning on the date that you executed this agreement and continuing through the eighteen (18) month period after the last date of your employment, use any confidential client information or confidential, proprietary information or trade secrets of Andersen on behalf of any business, person, or other entity. The restrictive covenant in the preceding sentence will apply in full force and effect even in the event that you resign from Andersen or are terminated, with or without cause as defined above, by Andersen. For the purpose of this paragraph, confidential, proprietary information or trade secrets, as referenced above, shall include, without limitation, Andersen’s (i) proprietary methodology for the preparation of tax returns; (ii) proprietary methodology for the creation and delivery of high value-added income, estate and gift strategies; and (iii) proprietary technology and/or methodology for the delivery of investment advisory services.
Trade Secrets	Pursuant to the Defend Trade Secrets Act of 2016, you understand that: (1)   An individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding; and (2)   An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer’s trade secrets to the attorney and use the trade secret information in the court proceeding if the individual: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order.
Protected Activity Not Prohibited	You understand that nothing herein: (a) limits or prohibits you from filing a charge or complaint with, or otherwise communicating or cooperating with or participating in any investigation or proceeding that may be conducted by, Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health

Mark Vorsatz

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	Administration, the Securities and Exchange Commission, or any other federal, state, or local government agency or commission (“Government Agencies”); (b) limits or prohibits you from communicating with your attorney, including disclosing documents or other information as permitted by law, without giving notice to, or receiving authorization from, the Andersen Group Entities; or (c) limits your ability to disclose or discuss any information about unlawful or criminal acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful. Notwithstanding the foregoing, in making any such disclosures or communications, you agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute trade secret or confidential information of the Andersen Group Entities to any parties other than Government Agencies or your attorney.
Compliance with Andersen’s Policies and Procedures:	You agree to review and comply fully with all of the Andersen Group Entities’ Policies and Procedures, including but not limited to, all terms and conditions set forth in Andersen’s Employee Handbook and any other memoranda and communications pertaining to Andersen’s policies, procedures, rules and regulations. Failure to comply with all published policies and procedures may be grounds for disciplinary action by Andersen, up to and including termination.
Paid Time Off:	Twenty-five (25) days PTO per annum, which is accrued at a daily rate, consistent with Section 410 of Andersen’s Employee Handbook.
Benefits:	You are eligible for Andersen employee benefits (subject to the terms of each plan). Andersen reserves the right to amend, modify, or terminate such plans from time to time in its sole discretion.
Governing Law:	This agreement will be governed by and construed in accordance with the laws of the state or commonwealth in which your assigned local office is located or, following termination of employment, was most recently located.

Mark Vorsatz

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Modification: This agreement contains the entire understanding of the parties and supersedes all prior written and oral agreements or understandings on the subject of your employment by Andersen and may be modified only in a document signed by the parties and referring explicitly hereto. You agree that if any one of the provisions of this agreement or the application thereof is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable to any extent, such court shall be empowered to reform such provision in a manner so that it is enforceable to the fullest extent permitted by law and to grant any other relief, at law or in equity, as may be reasonably necessary to protect Andersen. If any provision hereof cannot be reformed to be enforceable, the same shall be deemed severable, and the remainder of this agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

Nothing in this agreement is intended to guarantee you a term of employment at Andersen for a fixed period of time. Rather, you are an “at-will” employee. Either you or Andersen may terminate your employment at any time, for any reason or no reason at all, subject to the provisions of this agreement.

Mark Vorsatz

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Please sign and date this letter electronically in the spaces provided below, and return a signed version to Carol Eckles via email at      , indicating your acceptance of the terms of your employment. You and Andersen expressly agree that any electronic signatures appearing in this letter shall be treated the same as handwritten signatures for all purposes, including validity, enforceability and admissibility.

Very truly yours,

/s/ Daniel G. DePaoli

Daniel G. DePaoli

Country Managing Director

I accept the conditions stated herein:

Signed:	/s/ Mark Vorsatz		Dated: 8/18/2025
Mark Vorsatz

EX-10.9

Exhibit 10.9

September 26, 2024

VIA EMAIL ONLY:

Neal Livingston

Dear Neal:

It is with great pleasure that we extend an offer to you to join Andersen Tax LLC (“Andersen”) under the following terms:

Function/Title:	Managing Director, Chief Financial Officer, reporting to the Chief Executive Officer, currently, Mark L. Vorsatz.
Location:	London Office or other location to be agreed with Andersen.
Starting Date:	No later than April 15, 2025 (or sooner depending on discussions with your current employer).
Base Compensation:	Your compensation will be paid at the rate of $500,000.00 per annum, less applicable deductions. As a Managing Director, your base pay will be subject to the compensation practices applicable to all Andersen Managing Directors, including any increases, reductions or deferrals, and will be paid in accordance with the then current compensation schedule for other Managing Directors.
Signing Bonus:	You are eligible to receive a “Signing Bonus” in the amount of $1,000,000.00, less applicable withholdings and taxes, payable within thirty (30) days of your Starting Date with Andersen. In order to receive the Signing Bonus, you must be in “active working status” at the time the bonus is to be paid. In the event that you terminate your contract for any reason within twelve (12) months of the Starting Date, the Signing Bonus you will have received will be repayable on a pro rata basis to Andersen within ninety (90) days of your separation from Andersen.
Unit Award:	After joining Andersen as a Managing Director, you will be given the opportunity to participate in an offering of units that typically occurs not less than 45 days after your Starting Date for MD Management LLC and MD Investment LLC (collectively, the “MD Entities”), the two entities that indirectly own Andersen. This opportunity will be subject to your being actively employed by Andersen at the time of such offering, to your satisfying various other qualifications (which we have applied to our existing investing Managing Directors), to your execution of certain investment documents that would be provided to you at the time of the offering and to the other terms and conditions of those documents, including applicable securities laws and regulations. We offer units on an annual basis, and typically coordinate the offering to coincide with the admission of other new Managing Directors during the preceding 12 months. Your participation in the offering of units is voluntary and is not a condition of your contract with Andersen.

	The allocation of units to lateral hires and other investors in the MD Entities is determined by the Board of Directors of the MD Entities with input from the Chief Executive Officer and Compensation Committee of the MD Entities based upon, among other factors, an individual’s experience, background and compensation level at Andersen. At this time, the Board is awarding you 3,500 units, effective as of January 1, 2025, 10% of which are units of MD Management LLC and 90% of which are units of MD Investment LLC (collectively, the “Livingston Units”). Andersen and various of its subsidiaries, including the MD Entities, are currently exploring the possibility of raising equity funding for the growth of the business through a future initial public offering (“IPO”). In the event that Andersen and/or its subsidiaries should pursue an IPO, the Livingston Units shall be converted into shares having a comparable value post-IPO in an entity to be formed for purposes of and which shall survive the IPO (the “Livingston Shares”). The Livingston Shares shall vest 20% per annum over a five (5) year period following the conclusion of the IPO. Vesting is not dependent on your contract status with Andersen or any successor entity. In the event that Andersen should elect to not proceed with the IPO within [12] months of your Starting Date, it is agreed that your total remuneration shall be adjusted such that the combination of your Base Compensation and unit earnings from the Livingston Units shall be equivalent to $1,750,000.00. For sake of clarity, this amount does not include the $1,000,000 “Signing Bonus”. Further, should you choose to become a member of the MD Entities, you may become eligible to receive an allocation of Specially Allocated Income (“SAI”) in accordance with the terms of the LLC Agreements of the MD Entities. For any period during which you are employed by Andersen as a Managing Director but are not member of the MD Entities, you may also become eligible to receive an SAI-equivalent bonus payable to you from Andersen.
Active Working Status:	For purposes of the agreement “active working status” means that you are not on any type of leave (other than a leave (a) pursuant to the Family and Medical Leave Act or any family, safe, or sick leave law or (b) granted as an accommodation for a disability), or have not resigned (or given notice of intention to resign) or have not been terminated from your contract (or been given notice of termination from your contract). The phrase “active working status” shall not, in the case of temporary or permanent disability or death, be used to deny or delay payment of any incentive compensation otherwise payable pursuant to this agreement.
Representation:	Except as set forth in the attached Exhibit A (identifying any applicable non-compete agreement), you represent that you are free to accept this contract with Andersen without any contractual restrictions, express or implied, with respect to your current employer or any of your prior employers, including, but not limited to, restrictive covenants and/or non-solicitation restrictions. You also represent that you are not subject to any litigation, arbitration or dispute relating to your prior and current employment and/or professional conduct (including litigation, arbitration or disputes involving clients or former clients or investigations for any violations of your prior company’s policies), and you have not previously been found responsible for any violation of your prior company’s policies (Exhibit B). You represent that all information that you provide or provided to Andersen is complete and accurate, including the terms of your compensation at your current and/or prior employment. Furthermore, you represent that you will not at any time misuse, disclose, trade on (either personally or on behalf of others) or otherwise misappropriate any material, non-public information to which you have access during your employment.

Exclusive Service:	You agree to devote substantially all of your working time, attention, energies, and best efforts to rendering services on behalf of Andersen and shall not, without the prior written consent of Andersen be engaged in the rendering of services for any other person, firm, organization, or business entity whether paid or unpaid; nor shall you render professional services or engage in any other business activity, whether or not such business activity is pursued for gain, profit, or other pecuniary advantage, which would interfere with the satisfactory performance of your duties to Andersen. You may engage in charitable and community affairs and manage your personal investments, provided that such activities are not inconsistent with Andersen’s business and do not materially interfere with the performance of your duties or responsibilities. You further agree that, during the period of your contract, any and all monies earned by you from the rendering of services for Andersen (other than the compensation herein contemplated) belong to Andersen. Notwithstanding the foregoing, monies earned from professional activities undertaken by you other than on behalf of Andersen, to which the CEO of Andersen has given his prior written consent, shall remain your property and shall not be deemed company receipts or property.
Limited Indemnification:	Except for your gross negligence or willful misconduct, Andersen will indemnify and defend you through legal counsel selected by Andersen in accordance with the terms of this subsection. Andersen’s indemnification and defense of you shall include the payment or advancement of reasonable legal fees and expenses as incurred for one attorney (unless otherwise approved in advance in writing by Andersen) if you are named or threatened to be named as a party to any suit, action, claim or proceeding stemming from, or directly relating to, any alleged breach by you following your Starting Date at Andersen of the covenants entered into with your prior employer (as set forth in Exhibit A) which restrict you from soliciting clients and/or employees of your former employer while acting on behalf of Andersen, provided you have acted in a manner reasonably believed to be in, or not opposed to, the best interests of Andersen, in its sole judgment and consistent with instructions given to you by Andersen.
Use of Information of Prior Employers:	As a condition of your contract with Andersen, you expressly acknowledge your commitment to abide by the terms of any covenants you entered into with any prior employer. During and prior to the commencement of your contract with Andersen, by your acceptance of this offer indicated by your signature below, you hereby confirm that you have not and will not improperly use or disclose any confidential information or trade secrets, if any, of any former employers or any other person or entity to whom you have an obligation of confidentiality, and you will not bring onto the premises of any Andersen office, or install and/or upload, directly or indirectly, onto any Andersen (issued or owned) device, or to any of its subsidiaries or affiliates, any unpublished documents or any property belonging to any former employer or any other person or entity to whom you have an obligation of confidentiality unless consented to in writing by the former employer or person or entity. You will use in the performance of your duties only information that is (i) generally known and used by persons with training and experience comparable to yours and is (x) common knowledge in the industry or (y) is otherwise legally in the public domain, (ii) otherwise provided or developed by Andersen or any of its subsidiaries or affiliates or (iii) in the case of materials, property or information belonging to any former employer or other person or entity to whom you have an obligation of confidentiality, approved for such use in writing by such former employer or person or entity.

Intellectual Property:	You agree to disclose promptly to Andersen all inventions, discoveries, techniques, technologies, methodologies, writings, software, improvements, and any other works developed, conceived or created by you, either alone or in conjunction with others, at any time during your contract and related to the actual or expected business or activities of Andersen (“Works”), including, without limitation, Works created in connection with services provided to clients. You hereby assign all of your rights, title and interests (including, without limitation, all copyrights, trademarks, patent rights and other intellectual property rights) therein to Andersen. Whenever requested to do so by Andersen, you agree to cooperate and do all things necessary, including executing all applications, assignments or other instruments that Andersen shall deem necessary to apply for and obtain letters patent or copyrights of the United States or any foreign country, or otherwise protect Andersen’s interests therein. If you do not execute such instruments within five days of their being presented to you, you hereby appoint Andersen with limited power of attorney to execute all such instruments. This power of attorney is a right coupled with an interest and is irrevocable. These obligations shall continue beyond the conclusion of your contract, and shall be binding upon your assigns, executors, administrators and other legal representatives. All Works shall be considered confidential information of Andersen.
Resignation or Termination of Contract For Cause:	In the event that you resign or your contract is terminated by Andersen for cause at any time, you will not be entitled to receive any compensation (discretionary or otherwise, including any payment of Specially Allocated Income (as defined under the LLC Agreements for the MD Entities) (“SAI”) or any termination payments. You will be entitled to receive only Base Compensation accrued prior to your resignation or termination, and any benefits earned under Andersen’s benefit plans. For purposes hereof, “cause” shall mean that (i) you committed an act constituting a misdemeanor involving moral turpitude, or a felony under the laws of the United States or any state or political subdivision thereof; (ii) you violated laws, rules or regulations applicable to banks, investment banks, broker dealers, investment advisors, or the banking and securities industry generally; (iii) you committed an act constituting a breach of fiduciary duty, negligence, or misconduct; (iv) you engaged in conduct that violated Andersen’s internal policies or procedures; (v) you committed an act of fraud, dishonesty or misrepresentation; (vi) you engaged in a conflict of interest or self-dealing; or (vii) you breached your obligations as set forth in this agreement or you failed to perform your duties to Andersen.
Termination of Contract Other Than For Cause:	In the event that your contract is terminated by Andersen other than for cause (and not by reason of your death or disability) and consistent with Andersen’s then current compensation and benefit plan: (1) you will receive accrued but unpaid (including incentive) compensation, through the date of the termination of your contract, but will not be eligible for any unearned bonus compensation, however, you may remain eligible to receive an allocation and payment of an SAI-eguivalent bonus, pro-rated through the date of termination and subject to management’s discretion, and (2) you will receive the value of any accrued but unpaid benefits to which you are entitled under the Andersen benefit plans then in effect, and if applicable.

Termination by Managing Director	You may terminate this agreement and your contract with Andersen by giving (30) days prior written notice of termination to Andersen; provided, however, Andersen reserves the right to accept your notice of termination and to accelerate such notice and make your termination effective immediately, or on any other date prior to your intended last day of work as Andersen deems appropriate.
Death/Disability:	In the event of your death or permanent disability whereby you are unable to perform the essential functions of your job for four (4) consecutive months, except as otherwise required by applicable law, your contract will be terminated and you will not be entitled to any termination payments. You will be entitled to receive only compensation accrued prior to such resignation or termination, incentive compensation awarded to you on or before the date of termination, and any benefits earned under Andersen’s benefit plans.
Restrictive Covenant:	(a)   In consideration of your contract and/or continued contract, you agree that, in order to protect and preserve Andersen’s strong proprietary interest in confidential client information and confidential, proprietary information and trade secrets (as described below), to which you will have access and be privy during the course of your contract, beginning on the date that you executed this agreement and continuing through the eighteen (18) month period after the last date of your contract, you will not (i) directly or indirectly solicit or induce any person who is employed with Andersen, or its subsidiaries or affiliates to terminate his or her employment with Andersen, or (ii) directly or indirectly solicit or do business with any Andersen client or Potential Client (as defined below) about whom you learned during the course of your contract with Andersen in connection with a Competitive Business (as described below), For the purposes of this paragraph, “Potential Client” shall mean any prospective client that you have contacted, either orally or in writing, on behalf of Andersen during the eighteen (18) month period preceding the termination of your contract. “Competitive Business” shall mean any business that is in competition with any current or actively planned business of Andersen, but shall not include becoming an employee, partner, member or associate of any Andersen client. You agree that these restrictive covenants apply to the above-described clients and Potential Clients of Andersen. These restrictive covenants will apply in full force and effect even in the event that you resign from or are terminated, with or without cause as defined above, by Andersen at any time from the date that you execute this agreement through eighteen (18) months after the last date of your contract. (b)   In addition, you agree that you will not use any confidential client information or confidential, proprietary information or trade secrets of Andersen on behalf of any business, person, or other entity. The restrictive covenant herein will apply in full force and effect even in the event that you resign from Andersen or are terminated, with or without cause as defined above, by Andersen. For the purpose of this subparagraph, confidential, proprietary information or trade secrets, as referenced above, shall include, without limitation, Andersen’s (i) proprietary methodology for the preparation of tax returns; (ii) proprietary methodology for the creation and delivery of high value-added income, estate and gift strategies; and (iii) proprietary technology and/or methodology for the delivery of investment advisory services.

	(c)   You acknowledge and agree that the amount of damages due to Andersen in the event of a breach by you of subparagraph (a) under this Restrictive Covenant paragraph may be difficult to ascertain or calculate with certainty; consequently, in the event that (i) you violate the restrictions set forth under subparagraph (a)(i) above, you agree to pay to Andersen as liquidated damages an amount equal to 100% of the annual compensation of the person(s) during their prior year of contract; and (ii) you violate the restrictions set forth under subparagraph (a)(ii) above, you agree to pay to Andersen as liquidated damages an amount equal to 100% of the gross fees paid to Andersen by the client(s) for services rendered for the two (2) year period ended on the last date of your contract with Andersen, payment for which shall be due to Andersen within 30 days after each such payment of fees has been made by the client(s). Notwithstanding anything to the contrary herein, the Board of Directors shall have the authority to determine, in its sole discretion, whether it is in the best interest of Andersen to waive any or all of the restrictions set forth under subparagraphs (a), (b) and/or (c) hereinabove.
Trade Secrets	Pursuant to the Defend Trade Secrets Act of 2016, you understand that: (1)   An individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding; and (2)   An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer’s trade secrets to the attorney and use the trade secret information in the court proceeding if the individual: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order.
Compliance with Andersen’s Policies and Procedures:	You agree to review and comply fully with all Andersen’s Policies and Procedures, including but not limited to, all terms and conditions set forth in Andersen’s Staff Handbook and any other memoranda and communications pertaining to Andersen’s policies, procedures, rules and regulations. Failure to comply with all published policies and procedures may be grounds for disciplinary action by Andersen, up to and including termination.
Paid Time Off:	Twenty-five (25) days PTO per annum, which is accrued at a daily rate.
Pre-Contract Screen:	This offer is subject to satisfactory completion of Andersen’s pre-contracting screening process.
Benefits:	You will be eligible for Andersen Staff benefits (subject to the terms of each plan) on the first day of the month following your Starting Date. All plan descriptions, including availability and eligibility, will be available to you during your orientation. Andersen reserves the right to amend, modify, or terminate such plans from time to time in its sole discretion.

Andersen Tax LLC Tax Reduction Investment Plan (401k):	Your participation in the Andersen Tax LLC Tax Reduction Investment Plan begins automatically after thirty (30) days of the Starting Date with 1% of your eligible compensation being contributed to your account on a pre-tax basis. Your money will be invested in a Vanguard Target Retirement Fund based on your age and projected years to retirement. If you do not want to participate in the plan when you are eligible or if you wish to change the amount of contribution or the investment of your contributions to a different investment available under the plan, you can contact Vanguard directly within the first thirty (30) days of your contract.
Governing Law:	This agreement will be governed by and construed in accordance with the laws of the state, commonwealth or country in which your assigned local office is located or, following termination of contract, was most recently located.
Modification:	This agreement contains the entire understanding of the parties and supersedes all prior written and oral agreements or understandings on the subject of your contract by Andersen, and may be modified only in a document signed by the parties and referring explicitly hereto. You agree that if any one of the provisions of this agreement or the application thereof is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable to any extent, such court shall be empowered to reform such provision in a manner so that it is enforceable to the fullest extent permitted by law and to grant any other relief, at law or in equity, as may be reasonably necessary to protect Andersen. If any provision hereof cannot be reformed to be enforceable, the same shall be deemed severable, and the remainder of this agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

Nothing in this agreement is intended to guarantee you a contractual term at Andersen for a fixed period of time. Rather, this is an “at-will” contract. Either you or Andersen may terminate your contract at any time, for any reason or no reason at all, subject to the provisions of this agreement.

In compliance with relevant immigration laws, each new contractor, as a condition of their contract, must present proof of identity and eligibility to work. Please provide the necessary documentation no later than your first day of work.

Please sign and date this letter electronically in the spaces provided below, and return a signed version to Mark L. Vorsatz via email at  , indicating your acceptance of this offer of a contract. In the event that you do not sign and return a fully executed version of this letter on or before October 15, 2024, this offer shall expire and the terms and conditions of this letter shall have no force and effect. You and Andersen expressly agree that any electronic signatures appearing in this letter shall be treated the same as handwritten signatures for all purposes, including validity, enforceability and admissibility.

We look forward to having you on board.

Very truly yours,

/s/ Mark L. Vorsatz

I accept the conditions stated herein and will commence on:

My Exhibit A (Existing Covenant Agreement(s)) and Exhibit B (Representation) are attached.

Signed:	/s/ Neal Livingston	Dated:	September 30, 2024
	Neal Livingston

EXHIBIT A

NEAL LIVINGSTON

COVENANT AGREEMENT

Please attach Covenant Agreement(s)

EXHIBIT B

NEAL LIVINGSTON

REPRESENTATION

I represent that I am not subject to any litigation, arbitration or dispute relating to my prior contract and/or professional conduct (including litigation, arbitration or disputes involving clients or former clients), and I am not currently under investigation for any violations of my prior company’s policies, and I have not previously been found responsible for any violation of my prior company’s policies except as noted below.

/s/ Neal Livingston

Neal Livingston

Date September 30, 2024

Addendum No. 1

to Livingston Offer Letter

dated September 26, 2024

This Addendum No. 1 dated as of November 12, 2024 (the “Addendum”) to that certain Andersen Tax LLC (“Andersen”) Offer Letter dated September 26, 2024 addressed to Neal Livingston, which was accepted by him on September 30, 2024 (the “Offer Letter”), hereby modifies the Offer Letter in the following respects:

1. The Location provision set forth in the Offer Letter which states: “London Office or other location to be agreed with Andersen”, is hereby modified in its entirety to state: “You will work on a remote basis from Europe (or other location to be agreed with Andersen) with access to offices of Andersen Global as needed. Unless specifically approved in advance, the cost of intraEurope travel shall be for your account.”

2. The 2^nd sentence of the 2^nd paragraph entitled Unit Award set forth in the Offer Letter shall be revised in its entirety to state: “ At this time, the Board of Directors is awarding you 3,500 units, effective as of April 1, 2025, 10% of which are units of MD Management LLC and 90% of which are units of MD Investment LLC (collectively, the “Livingston Units”).

3. The Governing Law provision in the Offer Letter which states: “This agreement will be governed by and construed in accordance with the laws of the state, commonwealth or country in which your assigned local office is located or, following termination of contact, was most recently located”, is hereby modified in its entirety to state: “This agreement will be governed by and construed in accordance with the laws of the state of Delaware”.

Except as set forth hereinabove, all of the remaining terms and conditions of the Offer Letter shall remain otherwise unchanged and in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused the Addendum to be executed:

Neal Livingston
Signed:	/s/ Neal Livingston

Date:	November 12, 2024
Andersen Tax LLC

By: /s/ Mark L. Vorsatz

Name:	Mark L. Vorsatz
Title:	CEO
Dated:	December 2, 2024

EX-10.10

Exhibit 10.10

July, 2002

Daniel DePaoli

Dear Daniel:

It is with great pleasure that we extend an offer to you to join Wealth and Tax Advisory Services, Inc. (“Wealth and Tax Advisory Services, Inc.” or the “Company”), a wholly owned subsidiary of HSBC USA Inc., under the following terms:

Conditional Offer:	This offer and your employment with Wealth and Tax Advisory Services, Inc. is contingent upon the following: (i) the closing of the transaction contemplated by the Memorandum of Understanding (or similar agreements) between HSBC USA, Inc. and Joseph P. Toce, Jr., Mark L. Vorsatz, and William M. Pace; and (ii) receipt by Wealth and Tax Advisory Services, Inc. or HSBC USA, Inc. of a release executed by Arthur Andersen LLP (“Andersen”) (and in a form satisfactory to Wealth and Tax Advisory Services, Inc. in its sole discretion) which releases you, effective at the closing of the transaction (the “Closing”), from any notice requirements to leave Andersen and any other partnerships or entities affiliated with Andersen, and any non-competition, non-solicitation or other restrictive covenants under which you are bound by Andersen and any other partnerships or entities affiliated with Andersen.
Title:	Managing Director.
Starting Date:	The Closing date.
Compensation:	Your salary will be guaranteed for a period of three (3) years from the date of your employment (“Guarantee Period”), subject to the terms and conditions set forth below.
Salary:	During the Guarantee Period, your salary will be not less than $500,000 (less applicable deductions), payable in accordance with Wealth and Tax Advisory Services, Inc.’s regular payroll practices, provided, however, that you understand that your salary may or may not be adjusted upward during the Guaranty Period. Your salary during any employment after the Guaranty Period shall be subject to adjustment by Wealth and Tax Advisory Services, Inc.’s Remuneration Committee, subject to the approval of Wealth and Tax Advisory Services, Inc.’s Board of Directors.
Bonus:	During the Guarantee Period, you will not be eligible for any bonus, discretionary or otherwise (other than the Retention Award as set forth below). During any employment after the Guarantee Period, you will be eligible to participate in the Wealth and Tax Advisory Services, Inc. Bonus Pool, subject to its terms.

Retention Award:	You will be eligible to receive a retention award in an amount equal to $1,250,000 (“Retention Award”) on or about 60 days from the date of Closing. The Retention Award is subject to the HSBC Holdings plc Restricted Share Plan (the “Restricted Share Plan”) as follows: Not later than 10 days from the date of Closing, the Company will recommend to the Trustees of the Restricted Share Plan that the Retention Award be paid in restricted shares under the Restricted Share Plan. Assuming that the Trustees accept the recommendation of the Company, the restricted shares will vest as follows: (i) 20% will vest 12 months after the date of such grant; (ii) 20% will vest 24 months after the date of such grant; (iii) 20% will vest 36 months after the date of such grant; (iv) 20% will vest 48 months after the date of such grant; and (v) 20% will vest 60 months after the date of such grant. Taxes, withholdings and other required applicable deductions will be made on the vesting date(s). In order to receive these restricted shares, you must be in an “active working status,” as set forth below, at the time of vesting (except as otherwise set forth in the “Termination Other Than For Cause” paragraph) and have satisfactorily performed your duties and responsibilities.
Active Working Status:	For purposes of this agreement, “active working status” means that you have not resigned (or given notice of your intention to resign) and have not been terminated (or been given notice of your termination).
Representation:	You represent that you are free to accept employment with Wealth and Tax Advisory Services, Inc. without any contractual restrictions, express or implied, with respect to your current employer or any of your prior employers, including, but not limited to, restrictive covenants and/or non-solicitation restrictions. You also represent that you are not subject to any litigation, arbitration or dispute relating to your prior and current employment and/or professional conduct, including litigation, arbitration or disputes involving clients or former clients, and that you have not advised, whether directly or indirectly, Enron Corporation or any individual employed by or associated with Enron Corporation. Furthermore, you represent that all information that you provide or provided to Wealth and Tax Advisory Services, Inc. is complete and accurate, including the terms of your compensation at your current employment. You agree to provide copies of your most recent tax return and K-l.
Resignation/Termination For Cause:	You represent that you are free to accept employment with Wealth and Tax Advisory Services, Inc. without any contractual restrictions, express or implied, with respect to your current employer or any of your prior employers, including, but not limited to, restrictive covenants and/or non-solicitation restrictions. You also represent that you are not subject to any litigation, arbitration or dispute relating to your prior and current employment and/or professional conduct, including litigation, arbitration or disputes involving clients or former clients, and that you have not advised, whether directly or indirectly, Enron Corporation or any individual employed by or associated with Enron Corporation. Furthermore, you represent that all information that you provide or provided to Wealth and Tax Advisory Services, Inc. is complete and accurate, including the terms of your compensation at your current employment. You agree to provide copies of your most recent tax return and K-l.

	For purposes hereof, “cause” shall mean that (i) you committed an act constituting a misdemeanor involving moral turpitude or a felony under the laws of the United States or any state or political subdivision thereof; (ii) you violated laws, rules or regulations applicable to financial institutions or tax practices or banking or tax industries generally; provided, however, that this provision is not intended to cover situations where a tax position is taken by Wealth and Advisory Services, Inc, which position has been approved by HSBC Group Tax and other internal control committees; (iii) you committed an act constituting a breach of fiduciary duty, negligence or misconduct; (iv) you engaged in conduct that materially violated Wealth and Tax Advisory Services, Inc.’s internal policies or procedures and other HSBC policies and procedures applicable to Wealth and Tax Advisory Services, Inc.; (v) you committed an act of fraud, dishonesty or misrepresentation; (vi) you engaged in a conflict of interest or self-dealing; (vii) after notice by Wealth and Tax Advisory Services, Inc. and a reasonable opportunity to cure, you continue to perform material duties as an employee of Wealth and Tax Advisory Services, Inc. unsatisfactorily; or (viii) after notice by Wealth and Tax Advisory Services, Inc. and a reasonable opportunity to cure, you breached your obligations as set forth in this agreement or you failed to perform your duties as an employee of Wealth and Tax Advisory Services, Inc. Any such Termination for Cause shall require the approval of the Chairperson of Wealth and Tax Advisory Services, Inc., after consultation with the Chief Executive Officer of Wealth and Tax Advisory Services, Inc.
Death/Disability	In the event of your death or permanent disability whereby you are unable to perform the essential functions of your job for four (4) consecutive months, your employment will be terminated and you will not be entitled to any termination payments, or except as otherwise provided herein, any unvested portion of the Retention Award. You will be entitled to salary earned prior to your death or permanent disability.
Termination Other Than For Cause:	In the event that your employment is terminated by Wealth and Tax Advisory Services, Inc. other than for cause or due to your death or disability prior to the end of the Guaranty Period, you will receive in a lump sum the balance of any salary through the end of the Guaranty Period which has not been paid to you as of the date of your termination (less applicable deductions). In addition, the Company will recommend to the Trustees of the Restricted Share Plan that any unvested portion of the Retention Award continue to vest on the normal vesting schedule set forth above. Assuming the Trustees accept the recommendation of the Company, then any unvested portion of the Retention Award will continue to vest on the normal vesting schedule set forth above. You will not receive any additional severance, salary, benefits or other payments whatsoever.
Restrictive Covenants:	In consideration of your employment and/or continued employment, you agree that beginning on the date that you execute this agreement and continuing through 12 months after the last date of your employment, you will not (i) engage in any business (whether as an employee, consultant, director, partner or shareholder) that is in direct or indirect competition with any active or planned business of Wealth and Tax Advisory Services, Inc. (“Competitive Business”); (ii) directly or indirectly solicit or induce any person who is employed

	by Wealth and Tax Advisory Services, Inc. or its subsidiaries or affiliates to terminate his or her employment with Wealth and Tax Advisory Services, Inc. or to accept employment with anyone or any entity other than Wealth and Tax Advisory Services, Inc.; or (iii) directly or indirectly solicit or do business with any client or Potential Client (as defined below) of Wealth and Tax Advisory Services, Inc. in connection with a Competitive Business. For the purposes of this paragraph, “Potential Client” shall mean any prospective client that has been contacted, either orally or in writing, by Wealth and Tax Advisory Services, Inc. during the preceding twelve (12) month period preceding the termination of your employment. This restrictive covenant will apply in full force and effect even in the event that you resign from or are terminated, with or without cause as defined above, by Wealth and Tax Advisory Services, Inc. at any time from the date that you execute this agreement through 12 months after the last date of your employment. Notwithstanding anything to the contrary herein, the Board of Directors shall have the authority to determine, in its sole discretion, whether it is in the best interest of the Wealth and Tax Advisory Services, Inc. to waive any or all of the restrictions set forth above.
Registration:	The position that you have been offered may require testing and/or registration. All necessary testing and/or registration requirements must be completed within three (3) months of your employment. Failure to satisfy all such necessary testing and registration requirements within three (3) months of employment shall be grounds for disciplinary action by Wealth and Tax Advisory Services, Inc., up to and including termination.
Compliance With Wealth and Tax Advisory Services, Inc.’s Policies And Procedures:	You agree to comply fully with all of Wealth and Tax Advisory Services, Inc.’s policies and procedures including, but not limited to, all terms and conditions set forth in Wealth and Tax Advisory Services, Inc.’s Employee Handbook and any other memoranda and communications pertaining to Wealth and Tax Advisory Services, Inc.’s policies, procedures, rules and regulations and other HSBC policies and procedures applicable to Wealth and Tax Advisory Services, Inc. Failure to comply with all such policies and procedures shall be grounds for disciplinary action by Wealth and Tax Advisory Services, Inc., including termination.
Benefits:	Your coverage under GroupChoice, a flexible benefits program, will be effective on your first date of employment. You will also be eligible to participate in the HSBC Bank USA Retirement Plan. You will receive detailed information on this plan during your orientation. Additionally, you will be eligible to participate in the HSBC Bank USA Thrift Incentive Plan (TIP). We will waive our usual 1-year waiting period to enable you to receive company matching funds effective with your first date of employment. You will be eligible to participate in HSBC’s deferred compensation plan. All professional dues, not to exceed $1,000.00 per annum, will be paid by Wealth and Tax Advisory Services, Inc.

Vacation:	Existing vacation balances at Andersen will be assumed by Wealth and Tax Advisory Services, Inc. Additional vacation will accrue at the rate of four (4) weeks per annum (pro-rated for 2002).
Governing Law:	This agreement will be governed by and construed in accordance with the law of the State of New York.
Modification:	This agreement contains the entire understanding of the parties and may be modified only in a document signed by the parties and referring explicitly hereto.

Nothing in this agreement is intended to create a fixed term of employment at Wealth and Tax Advisory Services, Inc. Rather, your employment at Wealth and Tax Advisory Services, Inc. is on an at will basis.

This offer of employment is subject to satisfactory completion of Wealth and Tax Advisory Services, Inc.’s pre-employment screening process. Furthermore, in compliance with the Immigration Reform and Control Act of 1986, each new employee, as a condition of employment, must complete an Employment Verification Form I-9 and present proof of identity and employment eligibility. Please provide the necessary documentation no later than your first day of work.

If you accept this offer, please sign and date this letter in the spaces provided below arid return a copy to Human Resources to indicate your acceptance. We look forward to having you on board.

Sincerely yours,

/s/ Gail A. Burlant

Gail A. Burlant

Vice-President

Enclosures

I accept the conditions stated herein and will commence on: July 9, 2002

Signed: /s/ Daniel G. DePaoli Dated: 7/8/02

EX-10.11

Exhibit 10.11

November 7, 2002

Peter Coscia

Dear Mr. Coscia:

It is with great pleasure that we extend an offer to you to join Wealth and Tax Advisory Services, Inc. (“WTAS”), a wholly owned subsidiary of HSBC USA Inc., under the following terms:

Title:	Director
Starting Date:	No later than December 31, 2002
Compensation:	Your salary will be paid at the rate of $195,000 per annum (less applicable deductions), payable in accordance with WTAS’s regular payroll practices.
Bonus:	In addition, you will be eligible to receive a discretionary bonus pursuant to the WTAS discretionary bonus scheme. Under the WTAS discretionary bonus scheme, any discretionary bonus will be awarded at the sole discretion of the Company and based on factors including the performance and profitability of the Company and your business area, as well as your own performance and profitability. In order to be eligible for a discretionary bonus, you must be in an “active working status” at the time of the bonus payment, as set forth below.
Active Working Status:	For purposes of this agreement, “active working status” means that you have not resigned (or given notice of your intention to resign) and have not been terminated (or been given notice of your termination).
Representation:	You represent that you are free to accept employment with WTAS without any contractual restrictions, express or implied, with respect to your current employer or any of your prior employers, including, but not limited to, restrictive covenants and/or non-solicitation restrictions. You also represent that you are not subject to any litigation, arbitration or dispute relating to your prior and current employment and/or professional conduct, including litigation, arbitration or disputes involving clients or former clients, and that you have not advised, whether directly or indirectly, Enron Corporation or any individual employed by or associated with Enron Corporation. Furthermore, you represent that all information that you provide or provided to WTAS is complete and accurate, including the terms of your compensation at your current employment.
Restrictive Covenants:	In consideration of your employment and/or continued employment, you agree that beginning on the date that you execute this agreement and continuing through 12 months after the last date of your employment, you will not (i) engage in any business (whether as an employee, consultant, director, partner or shareholder) that is in direct or indirect competition with any active or planned business of WTAS (“Competitive Business”); (ii) directly or indirectly solicit or

	induce any person who is employed by WTAS or its subsidiaries or affiliates to terminate his or her employment with WTAS or to accept employment with anyone or any entity other than WTAS; or (iii) directly or indirectly solicit or do business with any client or Potential Client (as defined below) of WTAS in connection with a Competitive Business. For the purposes of this paragraph, “Potential Client” shall mean any prospective client that has been contacted, either orally or in writing, by WTAS during the preceding twelve (12) month period preceding the termination of your employment. This restrictive covenant will apply in full force and effect even in the event that you resign from or are terminated, with or without cause as defined above, by WTAS at any time from the date that you execute this agreement through 12 months after the last date of your employment. Notwithstanding anything to the contrary herein, the Board of Directors shall have the authority to determine, in its sole discretion, whether it is in the best interest of the WTAS to waive any or all of the restrictions set forth above.
Resignation/Termination For Cause:	In the event that you resign or your employment is terminated by WTAS for cause at anytime, you will not be entitled to any termination payments. You will be entitled to salary earned prior to your resignation or termination. For purposes hereof, “cause” shall mean that (i) you committed an act constituting a misdemeanor involving moral turpitude or a felony under the laws of the United States or any state or political subdivision thereof; (ii) you violated laws, rules or regulations applicable to financial institutions or tax practices or banking or tax industries generally; provided, however, that this provision is not intended to cover situations where a tax position is taken by Wealth and Advisory Services, Inc, which position has been approved by HSBC Group Tax and other internal control committees; (iii) you committed an act constituting a breach of fiduciary duty, negligence or misconduct; (iv) you engaged in conduct that violated WTAS’s internal policies or procedures and other HSBC policies and procedures applicable to WTAS; (v) you committed an act of fraud, dishonesty or misrepresentation; (vi) you engaged in a conflict of interest or self-dealing; (vii) after notice by WTAS and a reasonable opportunity to cure, you continue to perform material duties as an employee of WTAS unsatisfactorily; or (viii) after notice by WTAS and a reasonable opportunity to cure, you breached your obligations as set forth in this agreement or you failed to perform your duties as an employee of WTAS.
Death/Disability:	In the event of your death or permanent disability whereby you are unable to perform the essential functions of your job for four (4) consecutive months, your employment will be terminated and you will not be entitled to any termination payments. You will be entitled to salary earned prior to your death or permanent disability.

Termination Other Than For Cause:	In the event that your employment is terminated by WTAS other than for cause you will receive the balance of any salary earned through your last day of employment, which has not been paid to you as of the date of your termination (less applicable deductions). You will also be eligible to receive other benefits consistent with Wealth and Tax Advisory Service, Inc.’s standard severance policy.
Compliance With Policies And Procedures:	You agree to comply fully with all of WTAS’s policies and procedures including, but not limited to, all terms and conditions set forth in WTAS’s Employee Handbook and any other memoranda and communications pertaining to WTAS’s policies, procedures, rules and regulations and other HSBC policies and procedures applicable to WTAS. Failure to comply with all such policies and procedures shall be grounds for disciplinary action by WTAS, including termination.
Benefits:	Your coverage under GroupChoice, a flexible benefits program, will be effective on your first date of employment. You will also be eligible to participate in the HSBC Bank USA Retirement Plan. You will receive detailed information on this plan during your orientation. Additionally, you will be eligible to participate in the HSBC Bank USA Thrift Incentive Plan (TIP).
Vacation:	You will be entitled to four (4) weeks vacation per annum. Your vacation entitlement shall be pro-rated for 2002.
Governing Law:	This agreement will be governed by and construed in accordance with the law of the State of New York.
Modification:	This agreement contains the entire understanding of the parties and may be modified only in a document signed by the parties and referring explicitly hereto.

Nothing in this agreement is intended to create a fixed term of employment at WTAS. Rather, your employment at WTAS is on an at will basis.

This offer of employment is subject to satisfactory completion of WTAS’s pre-employment screening process. Furthermore, in compliance with the Immigration Reform and Control Act of 1986, each new employee, as a condition of employment, must complete an Employment Verification Form I-9 and present proof of identity and employment eligibility. Please provide the necessary documentation no later than your first day of work.

If you accept this offer, please sign and date this letter in the spaces provided below and return to indicate your acceptance. Please return to Kelley Tabor, Human Resources, Wealth and Tax Advisory Services, Inc., 1345 Avenue of the Americas, Room 1101A, New York, NY 10105. In the event that you do not sign and return a fully executed original of this letter on or before November 20, 2002, this offer shall expire and the terms and conditions of this letter shall have no force and effect.

We look forward to having you on board.

Sincerely yours,

/s/ Joseph O. Toce

Joseph P. Toce Jr.

Managing Director

I accept the offer stated herein and will commence employment on: December 9, 2002

Signed: /s/ Peter Coscia Dated: November 13, 2002

EX-10.12

Exhibit 10.12

December 27, 2024

VIA EMAIL ONLY (  )

William Deckelman

Dear Bill:

It is with great pleasure that we extend an offer to you to join Andersen Tax LLC (“Andersen”) under the following terms:

Function/Title:	Managing Director, Chief Legal Officer, reporting to the Chief Executive Office of Andersen, currently Mark L. Vorsatz.
Location:	Washington, D.C. Office
Starting Date:	No later than March 1, 2025
Base Compensation:	Your compensation will be paid at the rate of $750,000 per annum, less applicable deductions. As a Managing Director, your base pay will be subject to the compensation practices applicable to all Andersen Managing Directors, including any increases, reductions or deferrals, and will be paid in accordance with the then current compensation schedule for other Managing Directors.
Unit Award:	After joining Andersen as a Managing Director, you will be given the opportunity to participate in an offering of units that occurs not less than 45 days after your Starting Date for MD Management LLC and MD Investment LLC (collectively, the “MD Entities”), the two entities that indirectly own Andersen. This opportunity will be subject to your being actively employed by Andersen at the time of such offering, to your satisfying various other qualifications (which we have applied to our existing investing Managing Directors), to your execution of certain investment documents that would be provided to you at the time of the offering and to the other terms and conditions of those documents, including applicable securities laws and regulations. We offer units on an annual basis, and typically coordinate the offering to coincide with the admission of other new Managing Directors during the preceding 12 months. Your participation in the offering of units is voluntary and is not a condition of your employment with Andersen. The allocation of units to lateral hires and other investors in the MD Entities is determined by the Board of Directors of the MD Entities with input from the Chief Executive Officer and Compensation Committee of the MD Entities based upon, among other factors, an individual’s experience, background and compensation level at Andersen. At this time, the Board is awarding you 2,500 units, 10% of which are units of MD Management LLC and 90% of which are units of MD Investment LLC (the “Deckelman Units”). Andersen and various of its subsidiaries, including the MD Entities, are currently exploring the possibility of raising equity funding for the growth of the business

	through a future initial public offering (“IPO”). In the event that Andersen and/or its subsidiaries should pursue an IPO, the Deckelman Units shall be converted into shares having a comparable value post-IPO in an entity to be formed for purposes of and which shall survive the IPO (the “Deckelman Shares”). The Deckelman Shares shall vest 20% per annum over a five (5) year period following the conclusion of the IPO. Vesting is not dependent on your contract status with Andersen or any successor entity.
	Further, should you choose to become a member of the MD Entities, you may become eligible to receive an allocation of Specially Allocated Income (“SAI”) in accordance with the terms of the LLC Agreements of the MD Entities. For any period during which you are employed by Andersen as a Managing Director but are not member of the MD Entities, you may also become eligible to receive an SAI-equivalent bonus payable to you from Andersen.
Active Working Status:	For purposes of the agreement “active working status” means that an employee is not on any type of leave (other than a leave (a) pursuant to the Family and Medical Leave Act or any family, safe, or sick leave law or (b) granted as an accommodation for a disability), or has not resigned (or given notice of his/her intention to resign) or has not been terminated from employment (or been given notice of his/her termination from employment). The phrase “active working status” shall not, in the case of temporary or permanent disability or death, be used to deny or delay payment of any incentive compensation otherwise payable pursuant to this agreement.
Representation:	Except as set forth in the attached Exhibit A (non-compete agreement), you represent that you are free to accept employment with Andersen without any contractual restrictions, express or implied, with respect to your current employer or any of your prior employers, including, but not limited to, restrictive covenants and/or non-solicitation restrictions. You also represent that you are not subject to any litigation, arbitration or dispute relating to your prior and current employment and/or professional conduct (including litigation, arbitration or disputes involving clients or former clients or investigations for any violations of your prior company’s policies), and you have not previously been found responsible for any violation of your prior company’s policies (Exhibit B). You represent that all information that you provide or provided to Andersen is complete and accurate, including the terms of your compensation at your current and/or prior employment. Furthermore, you represent that you will not at any time misuse, disclose, trade on (either personally or on behalf of others) or otherwise misappropriate any material, non-public information to which you have access during your employment.
Exclusive Service:	You agree to devote substantially all of your working time, attention, energies, and best efforts to rendering services on behalf of Andersen and shall not, without the prior written consent of Andersen be engaged in the rendering of services for any other person, firm, organization, or business entity whether paid or unpaid; nor shall you render professional services or engage in

	any other business activity, whether or not such business activity is pursued for gain, profit, or other pecuniary advantage, which would interfere with the satisfactory performance of your duties as an employee of Andersen. You may engage in charitable and community affairs and manage your personal investments, provided that such activities are not inconsistent with Andersen’s business and do not materially interfere with the performance of your duties or responsibilities. You further agree that, during the period of your employment, any and all monies earned by you from the rendering of services for Andersen (other than the salary herein contemplated) belong to Andersen. Notwithstanding the foregoing, monies earned from professional activities undertaken by you other than on behalf of Andersen, to which the CEO of Andersen has given his prior written consent, shall remain your property and shall not be deemed company receipts or property.
Limited Indemnification:	Except for your gross negligence or willful misconduct, Andersen will indemnify and defend you through legal counsel selected by Andersen in accordance with the terms of this subsection. Andersen’s indemnification and defense of you shall include the payment or advancement of reasonable legal fees and expenses as incurred for one attorney (unless otherwise approved in advance in writing by Andersen) if you are named or threatened to be named as a party to any suit, action, claim or proceeding stemming from, or directly relating to, any alleged breach by you following your starting date at Andersen of the covenants entered into with your prior employer (as set forth in Exhibit A) which restrict you from soliciting clients and/or employees of your former employer while acting on behalf of Andersen, provided you have acted in a manner reasonably believed to be in, or not opposed to, the best interests of Andersen, in its sole judgment and consistent with instructions given to you by Andersen
Use of Information of Prior Employers:	As a condition of your employment with Andersen, you expressly acknowledge your commitment to abide by the terms of any covenants you entered into with any prior employer. During and prior to the commencement of your employment with Andersen, by your acceptance of this offer of employment indicated by your signature below, you hereby confirm that you have not and will not improperly use or disclose any confidential information or trade secrets, if any, of any former employers or any other person or entity to whom you have an obligation of confidentiality, and you will not bring onto the premises of any Andersen office, or install and/or upload, directly or indirectly, onto any Andersen (issued or owned) device, or to any of its subsidiaries or affiliates, any unpublished documents or any property belonging to any former employer or any other person or entity to whom you have an obligation of confidentiality unless consented to in writing by the former employer or person or entity. You will use in the performance of your duties only information that is (i) generally known and used by persons with training and experience comparable to yours and is (x) common knowledge in the industry or (y) is otherwise legally in the public domain, (ii) otherwise provided or developed by Andersen or any of its subsidiaries or affiliates or (iii) in the case of materials, property or information belonging to any former employer or other person or entity to whom you have an obligation of confidentiality, approved for such use in writing by such former employer or person or entity.

Intellectual Property:	You agree to disclose promptly to Andersen all inventions, discoveries, techniques, technologies, methodologies, writings, software, improvements, and any other works developed, conceived or created by you, either alone or in conjunction with others, at any time during your employment and related to the actual or expected business or activities of Andersen (“Works”), including, without limitation, Works created in connection with services provided to clients. You hereby assign all of your rights, title and interests (including, without limitation, all copyrights, trademarks, patent rights and other intellectual property rights) therein to Andersen. Whenever requested to do so by Andersen, you agree to cooperate and do all things necessary, including executing all applications, assignments or other instruments that Andersen shall deem necessary to apply for and obtain letters patent or copyrights of the United States or any foreign country, or otherwise protect Andersen’s interests therein. If you do not execute such instruments within five days of their being presented to you, you hereby appoint Andersen with limited power of attorney to execute all such instruments. This power of attorney is a right coupled with an interest and is irrevocable. These obligations shall continue beyond the conclusion of your employment, and shall be binding upon your assigns, executors, administrators and other legal representatives. All Works shall be considered confidential information of Andersen.
Reqistration/Credentialinq:	The position that you have been offered may require testing, registration and/or certain licensure. Your countersignature below constitutes your representation that all necessary testing, registration and/or licensure requirements have been completed and/or obtained and that you are current and in good standing.
Resignation or Termination of Employment For Cause:	In the event that you resign or your employment is terminated by Andersen for cause at any time, you will not be entitled to receive any compensation (discretionary or otherwise, including any payment of Specially Allocated Income (as defined under the LLC Agreements for the MD Entities)(“SAI”) or any termination payments. You will be entitled to receive only salary accrued prior to your resignation or termination, and any benefits earned under Andersen’s benefit plans. For purposes hereof, “cause” shall mean that (i) you committed an act constituting a misdemeanor involving moral turpitude, or a felony under the laws of the United States or any state or political subdivision thereof; (ii) you violated laws, rules or regulations applicable to banks, investment banks, broker dealers, investment advisors, or the banking and securities industry generally; (iii) you committed an act constituting a breach of fiduciary duty, negligence, or misconduct; (iv) you engaged in conduct that violated Andersen’s internal policies or procedures; (v) you committed an act of fraud, dishonesty or misrepresentation; (vi) you engaged in a conflict of interest or self-dealing; or (vii) you breached your obligations as set forth in this Agreement or you failed to perform your duties as an employee of Andersen.

Termination of Employment Other Than For Cause:	In the event that your employment is terminated by Andersen other than for cause (and not by reason of your death or disability) and consistent with Andersen’s then current compensation and benefit plan: (1) you will receive accrued but unpaid salary and incentive compensation, through the date of the termination of your employment, but will not be eligible for any unearned bonus compensation, however, you may remain eligible to receive an allocation and payment of an SAI-equivalent bonus, pro-rated through the date of termination and subject to management’s discretion, and (2) you will receive the value of any accrued but unpaid benefits, such as Paid Time Off Pay (“PTO”), to which you are entitled under the Andersen benefit plans then in effect, and if applicable.
Termination by Managing Director	You may terminate this Agreement and your employment with Andersen by giving (30) days prior written notice of termination to Andersen; provided, however, Andersen reserves the right to accept your notice of termination and to accelerate such notice and make your termination effective immediately, or on any other date prior to your intended last day of work as Andersen deems appropriate.
Death/Disability:	In the event of your death or permanent disability whereby you are unable to perform the essential functions of your job for four (4) consecutive months, except as otherwise required by applicable law, your employment will be terminated and you will not be entitled to any termination payments. You will be entitled to receive only salary accrued prior to such resignation or termination, incentive compensation awarded to you on or before the date of termination, and any benefits earned under Andersen’s benefit plans.
Restrictive Covenant:	(a)   In consideration of your employment and/or continued employment, you agree that, in order to protect and preserve Andersen’s strong proprietary interest in confidential client information and confidential, proprietary information and trade secrets (as described below), to which you will have access and be privy as an employee of Andersen , beginning on the date that you executed this agreement and continuing through the eighteen (18) month period after the last date of your employment, you will not (i) directly or indirectly solicit or induce any person who is employed with Andersen, or its subsidiaries or affiliates to terminate his or her employment with Andersen, or (ii) directly or indirectly solicit or do business with any Andersen client or Potential Client (as defined below) about whom you learned during the course of your employment with Andersen in connection with a Competitive Business (as described below), For the purposes of this paragraph, “Potential Client” shall mean any prospective client that you have contacted, either orally or in writing, on behalf of Andersen during the eighteen (18) month period preceding the termination of your employment. “Competitive Business” shall mean any business that is in competition with any current or

	actively planned business of Andersen, but shall not include becoming an employee, partner, member or associate of any Andersen client. You agree that these restrictive covenants apply to the above-described clients and Potential Clients of Andersen. These restrictive covenants will apply in full force and effect even in the event that you resign from or are terminated, with or without cause as defined above, by Andersen at any time from the date that you execute this agreement through eighteen (18) months after the last date of your employment.
	(b)   In addition, you agree that you will not use any confidential client information or confidential, proprietary information or trade secrets of Andersen on behalf of any business, person, or other entity. The restrictive covenant herein will apply in full force and effect even in the event that you resign from Andersen or are terminated, with or without cause as defined above, by Andersen. For the purpose of this subparagraph, confidential, proprietary information or trade secrets, as referenced above, shall include, without limitation, Andersen’s (i) proprietary methodology for the preparation of tax returns; (ii) proprietary methodology for the creation and delivery of high value-added income, estate and gift strategies; and (iii) proprietary technology and/or methodology for the delivery of investment advisory services. (c)   You acknowledge and agree that the amount of damages due to Andersen in the event of a breach by you of subparagraph (a) under this Restrictive Covenant paragraph may be difficult to ascertain or calculate with certainty; consequently, in the event that (i) you violate the restrictions set forth under subparagraph (a)(i) above, you agree to pay to Andersen as liquidated damages an amount equal to 100% of the annual compensation of the person(s) during their prior year of employment; and (ii) you violate the restrictions set forth under subparagraph (a)(ii) above, you agree to pay to Andersen as liquidated damages an amount equal to 100% of the gross fees paid to Andersen by the client(s) for services rendered for the two (2) year period ended on the last date of your employment with Andersen, payment for which shall be due to Andersen within 30 days after each such payment of fees has been made by the client(s). Notwithstanding anything to the contrary herein, the Board of Directors shall have the authority to determine, in its sole discretion, whether it is in the best interest of Andersen to waive any or all of the restrictions set forth under subparagraphs (a), (b) and/or (c) hereinabove.
Trade Secrets	Pursuant to the Defend Trade Secrets Act of 2016, you understand that: An individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding; and

	An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer’s trade secrets to the attorney and use the trade secret information in the court proceeding if the individual: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order.
Compliance with Andersen’s Policies and Procedures:	You agree to review and comply fully with all Andersen’s Policies and Procedures, including but not limited to, all terms and conditions set forth in Andersen’s Employee Handbook and any other memoranda and communications pertaining to Andersen’s policies, procedures, rules and regulations. Failure to comply with all published policies and procedures may be grounds for disciplinary action by Andersen, up to and including termination.
Paid Time Off:	Twenty-five (25) days PTO per annum, which is accrued at a daily rate.
Pre-Employment Screen:	This offer of employment is subject to satisfactory completion of Andersen’s pre-employment screening process.
Benefits:	You will be eligible for Andersen employee benefits (subject to the terms of each plan) on the first day of the month following your date of hire. If your date of hire falls on the first of the month, you will be eligible on your date of hire. All plan descriptions, including availability and eligibility, will be available to you during your orientation. Andersen reserves the right to amend, modify, or terminate such plans from time to time in its sole discretion.
Andersen Tax LLC Tax Reduction Investment Plan (401k):	Your participation in the Andersen Tax LLC Tax Reduction Investment Plan begins automatically after thirty (30) days of employment with 1% of your eligible compensation being contributed to your account on a pre-tax basis. Your money will be invested in a Vanguard Target Retirement Fund based on your age and projected years to retirement. If you do not want to participate in the plan when you are eligible or if you wish to change the amount of contribution or the investment of your contributions to a different investment available under the plan, you can contact Vanguard directly within the first thirty (30) days of your employment.
Governing Law:	This agreement will be governed by and construed in accordance with the laws of the state or commonwealth in which your assigned local office is located or, following termination of employment, was most recently located.
Modification:	This agreement contains the entire understanding of the parties and supersedes all prior written and oral agreements or understandings on the subject of your employment by Andersen, and may be modified only in a document signed by the parties and referring explicitly hereto. You agree that if any one of the provisions of this agreement or the application thereof is determined by a court of

competent jurisdiction to be invalid, illegal, or unenforceable to any extent, such court shall be empowered to reform such provision in a manner so that it is enforceable to the fullest extent permitted by law and to grant any other relief, at law or in equity, as may be reasonably necessary to protect Andersen. If any provision hereof cannot be reformed to be enforceable, the same shall be deemed severable, and the remainder of this agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

Nothing in this agreement is intended to guarantee you a term of employment at Andersen for a fixed period of time. Rather, you are an “at-will” employee. Either you or Andersen may terminate your employment at any time, for any reason or no reason at all, subject to the provisions of this agreement.

In compliance with the Immigration Reform and Control Act of 1986, each new employee, as a condition of employment, must complete an Employment Verification Form I-9 and present proof of identity and employment eligibility. Please provide the necessary documentation no later than your first day of work.

Please sign and date this letter electronically in the spaces provided below, and return a signed version to Carol Eckles via email at  , indicating your acceptance of this offer of employment. In the event that you do not sign and return a fully executed version of this letter on or before January 31, 2025, this offer shall expire and the terms and conditions of this letter shall have no force and effect. You and Andersen expressly agree that any electronic signatures appearing in this letter shall be treated the same as handwritten signatures for all purposes, including validity, enforceability and admissibility.

We look forward to having you on board.

Very truly yours,

/s/ Mark L. Vorsatz

Mark L. Vorsatz

CEO

Enclosures

I accept the conditions stated herein and will commence on:

My Exhibit A (Existing Covenant Agreement(s)) and Exhibit B (Representation) are attached.

Signed:	/s/ William Deckelman	Dated:	12-31-24
	William Deckelman

* Exhibit C (Exclusive Service Disclosure) attached – and Addendum – Vorsatz – Deckelman Emails

EXHIBIT A

WILLIAM DECKELMAN

COVENANT AGREEMENT

Please attach Covenant Agreement(s)

ATTACHMENT TO EXHIBIT A

WILLIAM DECKELMAN

COVENANT AGREEMENT

My non-compete and non-solicitation agreement with DXC Technology Company expires March 31, 2025. This agreement was signed when my employment began with DXC’s predecessor, Computer Sciences Corporation, in January 2008, so I have not retained a copy of the agreement. However, I represent that to my knowledge Andersen does not offer services which are competitive with the IT services offered by DXC nor are Andersen and DXC considered competitors. I am not aware of any reason my employment with Andersen will violate the terms of the non-compete and non-solicitation agreement with Computer Sciences Corporation/DXC Technology Company.

/s/ William Deckelman

EXHIBIT B

WILLIAM DECKELMAN

REPRESENTATION

I represent that I am not subject to any litigation, arbitration or dispute relating to my prior employment and/or professional conduct (including litigation, arbitration or disputes involving clients or former clients), and I am not currently under investigation for any violations of my prior company’s policies, and I have not previously been found responsible for any violation of my prior company’s policies except as noted below.

/s/ William Deckelman

William Deckelman

Date 12-31-24

EXHIBIT C

WILLIAM DECKELMAN

EXCLUSIVE SERVICE DISCLOSURE

BriefBox Technologies Pte Ltd - Board Member

BriefBox is a private, closely held Australian corporation which has developed and markets a legal workflow and matter management platform. The Board comprises two members - the founder and myself and operates informally. I have a minority equity stake in the company but otherwise I am not compensated. Time commitment is de minimis.

Howard Baker Forum AI Collaborative Initiative - Sponsor Representative/Advisor

This is an initiative between the Howard Baker Forum and Chatham House to form a global collaborative of member companies focused on enterprise risks associated with AI, cybersecurity, data management, regulation and policy, national security and geopolitics. Andersen will become a sponsor to this Collaborative and I will represent Andersen in supporting the Howard Baker Forum primarily in terms of member referrals and programming guidance. I will not be compensated for this support and time commitment will be limited to a few hours per month. Sponsorship and participation are intended to further Andersen’s global thought leadership position in these areas.

Cicero Technologies, Execo, Wealth Factory, Dandilion - Informal Support Roles

I have professional relationships with the founders of these early-stage AI, legal tech and FinTech companies and have minority equity stakes in them. My role with these entrepreneurs is informal and in the nature of coaching, mentoring and relationship referrals. Time commitment is de minimis.

Digital Legal Exchange - Founder and Chairman

DLEX is an informal group of approximately 50 corporate general counsel and senior legal innovation professionals primarily from the U.S., UK, and Europe who periodically meet in virtual salon events to discuss challenges in the digital transformation of inhouse legal organizations. I founded this group while general counsel at DXC in 2018. The group is run on a non-profit basis and there are no membership fees or other revenue sources. There is no compensation and time commitment is de minimis.

/s/ William Deckelman

EX-10.13

Exhibit 10.13

December 28, 2005

Mr. Joseph P. Karczewski

SUBJECT: REVISED WTAS OFFER LETTER

Dear Joe:

It is with great pleasure that we extend an offer to you to join Wealth and Tax Advisory Services, Inc. (“WTAS”) under the following terms:

Function:	Tax Professional reporting to Mark L. Vorsatz, Chief Executive Officer
Title:	Managing Director
Starting Date:	Monday, February 6, 2006
Base Compensation:	Your compensation will be paid at the rate of $500,000 per annum (less applicable deductions), payable in accordance with WTAS’s regular payroll practices. At all times, you will be an “at-will” employee. If you resign or are terminated prior to 2008, you will not be entitled to any additional salary or bonus payments beyond the date of your termination.
Incentive Bonus:	For calendar years 2006, 2007 and 2008 you will be eligible to receive incentive bonus in an amount equal to twenty percent (20%) of the net revenue collected, greater than $2,000,000 up to $5,000,000, from Qualified Engagements (as defined below) by you during each period of time referred to above (calendar years 2006, 2007 and 2008). The 2006, 2007 and 2008 incentive bonuses, if any, will each be payable in cash in the first quarter of the following year, and will be paid in accordance with WTAS’s then current policy with respect to payment of bonuses. In order to receive any incentive payment, you must be in “active working status” at the time of any Bonus payment. To be clear, you will not be entitled to receive any bonus under this paragraph if, during the period of time in question (2006, 2007 or 2008) you fail to collect fees in excess of $2,000,000 in 2006, $2,000,000 in 2007 or $2,000,000 in 2008). For purposes of this agreement, “Qualified Engagements” shall mean clients for which you maintain primary relationship management responsibility or new client engagements managed by other Managing Directors which are a direct result of your introduction of the client to WTAS. When crediting qualified client engagements by Managing Directors, there will be an equitable sharing between such Managing Directors of net revenues for purposes of determining incentive bonus where both Managing Directors have an incentive agreement. The Managing Director leading the San Francisco office shall resolve any questions concerning Qualified Engagements in his or her sole discretion and such determination shall be conclusive, final and binding on the parties.
Retention Bonus:	You will be eligible to receive a retention award in an amount equal to $1,500,000 (“Retention Award”) on or about sixty (60) days, except if there is a blackout period, from the date you commence employment with WTAS (“Starting Date”). The Retention Award is subject to the HSBC Holdings plc Restricted Share Plan (the “Plan”), and the vesting requirements therein, consistent with this paragraph. Not

	later than sixty (60) days from the Starting Date, the Company will recommend to the Trustees of the Plan that the Retention Award be paid in restricted shares under the Restricted Share Plan. Assuming that the Trustees accept the recommendation of the Company the Restricted Shares will vest as follows: one-third (1/3) shares will vest March 2009, one-half (1/2) of the remaining shares will vest March 2010, and the remaining balance of shares will vest March 2011. Taxes, withholdings and other required applicable deductions will be made on the vesting date. In order to receive these restricted shares, you must be in an “active working status,” as set forth below, at the time of vesting and have satisfactorily performed your duties and responsibilities.
Discretionary Bonus:	You will also be eligible to receive a discretionary bonus pursuant to WTAS’s discretionary bonus plan. Under the WTAS discretionary bonus plan (Plan), any discretionary bonus will be awarded at the sole discretion of WTAS and may be based on factors including the performance and profitability of WTAS and your business area. In addition, any such discretionary bonus will be subject to the Plan. In accordance with the Plan, WTAS may recommend to the Trustees that a percentage of the discretionary bonus be awarded in Restricted Shares. Furthermore, in order to be eligible for a discretionary bonus, you must be in an active working status at the time of the discretionary bonus payment.
Active Working Status:	For purposes of the agreement “active working status” means that an employee is not on any type of leave, or has not resigned (or given notice of his/her intention to resign) or has not been terminated from employment (or been given notice of his/her termination from employment).
Representation:	Except as set forth in the attached Exhibit A, you represent that you are free to accept employment with WTAS, without any contractual restrictions, express or implied, with respect to any of your prior employers, including, but not limited to, restrictive covenants, nonsolicitation restrictions or garden leaves. Your failure to disclose contractual restrictions with your prior employers shall constitute “cause” to terminate this agreement. You also represent that you are not subject to any litigation, arbitration or dispute relating to your prior and current employment and/or professional conduct, including litigation, arbitration or disputes involving clients or former clients other than those disclosed in Exhibit B. Furthermore, you represent that all information that you provide or provided to WTAS is complete and accurate, including the terms of your compensation at your current employment. WTAS will indemnify you and provide legal counsel for you if you are named or threatened to be named as a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that you have resigned your employment with your current employer to begin employment with WTAS, or if a claim is brought stemming from any alleged breach by you of the restrictive covenants you entered into with your current employer (as set forth in Exhibit A) while acting on behalf of WTAS, if you have acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation.
Registration:	The position that you have been offered may require testing and/or registration. All necessary testing and/or registration requirements have been completed.
Resignation or Termination of Employment For Cause:	In the event that you resign or your employment is terminated by WTAS for cause at anytime, you will not be entitled to any discretionary bonus (discretionary or otherwise) or any termination payments, or any unvested Restricted Shares that may be awarded to you as part of your bonuses. You will be entitled to salary and other benefits earned prior to your resignation or termination.

	For purposes hereof, “cause” shall mean that (i) you committed an act constituting a misdemeanor involving moral turpitude, or a felony under the laws of the United States or any state or political subdivision thereof; (ii) you violated a significant law, rule or regulation applicable to banks, investment banks, broker dealers, investment advisors, or the banking and securities industry generally; (iii) you committed an act constituting a breach of fiduciary duty, gross negligence, or gross misconduct; (iv) you engaged in conduct that violated a significant WTAS internal policy or procedure; (v) you committed an act of fraud, dishonesty or misrepresentation; (vi) you engaged in a conflict of interest or self-dealing; or (vii) you breached a material obligation as set forth in this Agreement or you failed to perform a material duty as an employee of WTAS, including the termination of your employment as a result of your death or permanent disability.
Termination of Employment Other Than For Cause:	In the event that your employment is terminated by WTAS other than for cause: (1) you will receive earned but unpaid salary through the date of the termination of your employment, but will not be eligible for any unpaid bonus compensation; (2) in consideration for you signing a general release of claims against WTAS, its officers, employees and affiliates, you will receive any unvested portion of your Retention Bonus; and (3) you will receive the value of any accrued but unpaid benefits, such as vacation pay, to which you are entitled under the WTAS benefit plans then in effect, and if applicable.
Non-Solicitation/Confidentiality:	In consideration of your employment and/or continued employment, you agree that, in order to protect and preserve WTAS’s strong proprietary interest in confidential client information and “Trade Secrets” (as defined below), to which you will have access and be privy as an employee of WTAS, beginning on the date that you executed this agreement and continuing through the 12 months after the last date of your employment, you will not (i) directly or indirectly solicit or induce any person who is employed with WTAS, or its subsidiaries or affiliates to terminate his or her employment with WTAS, or to accept employment with anyone or any entity other than WTAS; or (ii) directly or indirectly solicit or do business with any WTAS client or Potential Client (as defined below) in connection with a Competitive Business (as defined below); provided however, that this subparagraph (ii) shall not apply to Listed Clients on the condition that you reimburse WTAS for any amounts actually expended by WTAS in connection with transferring any Listed Client accounts from KPMG LLP to WTAS. For purposes of this paragraph, “Listed Clients” are those clients that you serviced during your employment with KPMG LLP that are listed on Exhibit C and that transferred their accounts to WTAS. For the purposes of this paragraph, “Potential Client” shall mean any prospective client that you have contacted, either orally or in writing, on behalf of WTAS, during the twelve (12) month period preceding the termination of your employment. “Competitive Business” shall mean any business that is in competition with any current or actively planned business of WTAS, you agree that this restrictive covenant applies to the above-described clients and Potential Clients of WTAS. This restrictive covenant will apply in full force and effect even in the event that you resign from or are terminated, with or without cause as defined above, by WTAS at any time from the date that you execute this agreement through twelve (12) months after the last date of your employment. Notwithstanding anything to the contrary herein, the Board of Directors shall have the authority to determine, in its sole discretion, whether it is in the best interest of WTAS to waive any or all of the restrictions set forth above. “Trade Secrets,” as referenced above, shall include, without limitation, WTAS’s (i) proprietary methodology for the preparation of tax returns; (ii) proprietary methodology for the creation and delivery of high value-added income, estate and gift strategies; and (iii) proprietary technology and/or methodology for the delivery of investment advisory services.

Compliance with WTAS’s Policies and Procedures:	You agree to comply fully with all WTAS’s Policies and Procedures, including but not limited to, all terms and conditions set forth in WTAS’s Employee Handbook and any other memoranda and communications pertaining to WTAS’s policies, procedures, rules and regulations. Failure to comply with all published policies and procedures may be grounds for disciplinary action by WTAS, up to and including termination.
Paid Time Off:	Twenty-five (25) days Paid Time Off (“PTO”) per annum.
Benefits:	Effective the thirty-first (31) day of your employment, you and your eligible dependents will be covered under WTAS’s health insurance plan, subject to its exclusions and limitations. Further details of your benefits will be discussed upon the commencement of your employment.
Governing Law:	This agreement will be governed by and construed in accordance with the laws of the State of New York.
Modification:	This agreement contains the entire understanding of the parties and supersedes all prior written and oral agreements or understandings on the subject of your employment by WTAS, and may be modified only in a document signed by the parties and referring explicitly hereto.

Nothing in this agreement is intended to guarantee you a term of employment at WTAS for a fixed period of time. Rather, you are an “at-will” employee. Either you or WTAS may terminate your employment at any time, for any reason or no reason at all, subject to the provisions of this agreement.

This offer of employment is subject to final reference checking and satisfactory completion of WTAS’s preemployment screening process. Furthermore, in compliance with the Immigration Reform and Control Act of 1986, each new employee, as a condition of employment, must complete an Employment Verification Form 1-9 and present proof of identity and employment eligibility. Please bring the necessary documentation on your first day of work.

If you accept this offer, please sign and date this letter in the spaces provided below and return a copy to me, Mark Vorsatz, WTAS, 101 Second Street, Suite 700, San Francisco, CA 94105, indicating your acceptance by January 6, 2006. A self-addressed envelope is enclosed for your convenience.

We look forward to having you on board.

Very truly yours,

/s/ Mark L. Vorsatz

Mark L. Vorsatz

Managing Director and Chief Executive Officer

Enclosure

I accept the conditions stated herein and will commence on: February 6, 2006

Signed:	/s/ Joseph P. Karczewski	Dated:	January 6, 2006
	Joseph P. Karczewski

Strictly Confidential

Mr. Joseph P. Karczewski

December 28, 2005

Re: Addendum to Revised WTAS Offer Letter Dated December 28, 2005

Dear Joe:

I understand that, during the process of our discussions, we have modified terms in response to your comments. In order to avoid any inconsistency regarding these issues, following is an addendum to your offer letter dated December 28, 2005:

“In the event that your performance is not at an adequate level, we will advise you in a written memorandum and you will have one (1) year to improve your performance to a satisfactory level before any action regarding your performance is considered.”

Please sign and date this letter in the spaces provided below and return a copy to me, Mark Vorsatz, WTAS, 101 Second Street, Suite 700, San Francisco, CA 94105. A self-addressed envelope is enclosed for your convenience.

Very truly yours,

/s/ Mark L. Vorsatz

Mark L. Vorsatz

Managing Director and Chief Executive Officer

Enclosure

I accept the conditions stated herein.
/s/ Joseph P. Karczewski	January 6, 2006
Joseph P. Karczewski	Date

EX-10.14

Exhibit 10.14

November 30, 2006

Ms. Dorice E. Pepin

SUBJECT: REVISED WTAS OFFER LETTER

Dear Dorice:

It is with great pleasure that we extend an offer to you to join Wealth and Tax Advisory Services, Inc. (“WTAS”) under the following terms:

Function/Title:	Managing Director reporting to the Head of the Chicago office, currently Joseph P. Karczewski.
Starting Date:	No later than January 8, 2007
Base Compensation:	Your compensation will be paid at the rate of $400,000 per annum (less applicable deductions), payable in accordance with WTAS’s regular payroll practices. At all times, you will be an “at-will” employee.
Incentive Bonus:	For calendar years 2007, 2008 and 2009 you will be eligible to receive incentive bonus in an amount equal to twenty percent (20%) of the net revenue collected, greater than $1,600,000 up to $5,000,000, from Qualified Engagements (as defined below) by you during each period of time referred to above (calendar years 2007, 2008 and 2009). The 2007, 2008 and 2009 incentive bonuses, if any, will each be payable in cash in the first quarter of the following year, and will be paid in accordance with WTAS’s then current policy with respect to payment of bonuses. In order to receive any incentive payment, you must be in “active working status” at the time of any Bonus payment. To be clear, you will not be entitled to receive any bonus under this paragraph if, during the period of time in question (2007, 2008 or 2009) you fail to collect fees in excess of $ 1,600,000 in 2007, $ 1,600,000 in 2008 or $ 1,600,000 in 2009). For purposes of this agreement, “Qualified Engagements” shall mean clients for which you maintain primary relationship management responsibility or new client engagements managed by other Managing Directors which are a direct result of your introduction of the client to WTAS. When crediting qualified client engagements by Managing Directors, there will be an equitable sharing between such Managing Directors of net revenues for purposes of determining incentive bonus where both Managing Directors have an incentive agreement. The Managing Director leading the San Francisco office shall resolve any questions concerning Qualified Engagements in his or her sole discretion and such determination shall be conclusive, final and binding on the parties.
Retention Bonus:	You will be eligible to receive a retention award in an amount equal to $300,000 (“Retention Award”) on or about sixty (60) days, except if there is a blackout period, from the date you commence employment with WTAS (“Starting Date”). The Retention Award is subject to the HSBC Holdings plc Restricted Share Plan (the “Plan”), and the vesting requirements therein, consistent with this paragraph. Not later than sixty (60) days from the Starting Date, the Company will recommend to the

	Trustees of the Plan that the Retention Award be paid in restricted shares under the Restricted Share Plan. Assuming that the Trustees accept the recommendation of the Company the Restricted Shares will vest as follows: one-third (1/3) shares will vest March 2010, one-third (1/3) shares will vest in March 2011, and the remaining one-third (1/3) shares will vest on March 31, 2012. Taxes, withholdings and other required applicable deductions will be made on the vesting date. In order to receive these restricted shares, you must be in an “active working status,” as set forth below, at the time of vesting and have satisfactorily performed your duties and responsibilities.
Discretionary Bonus:	You will also be eligible to receive a discretionary bonus pursuant to WTAS’s discretionary bonus plan. Under the WTAS discretionary bonus plan (Plan), any discretionary bonus will be awarded at the sole discretion of WTAS and may be based on factors including the performance and profitability of WTAS and your business area. In addition, any such discretionary bonus will be subject to the Plan. In accordance with the Plan, WTAS may recommend to the Trustees that a percentage of the discretionary bonus be awarded in Restricted Shares. Furthermore, in order to be eligible for a discretionary bonus, you must be in an active working status at the time of the discretionary bonus payment.
Active Working Status:	For purposes of the agreement “active working status” means that an employee is not on any type of leave, or has not resigned (or given notice of his/her intention to resign) or has not been terminated from employment (or been given notice of his/her termination from employment).
Representation:	Except as set forth in the attached Exhibit A, you represent that you are free to accept employment with WTAS, without any contractual restrictions, express or implied, with respect to any of your prior employers, including, but not limited to, restrictive covenants, nonsolicitation restrictions or garden leaves. Your failure to disclose contractual restrictions with your prior employers shall constitute “cause” to terminate this agreement. You also represent that you are not subject to any litigation, arbitration or dispute relating to your prior and current employment and/or professional conduct, including litigation, arbitration or disputes involving clients or former clients other than those disclosed in Exhibit B. Furthermore, you represent that all information that you provide or provided to WTAS is complete and accurate, including the terms of your compensation at your current employment. WTAS will indemnify you and provide legal counsel for you, at no cost to you, if you are named or threatened to be named as a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that you have resigned your employment with your current employer to begin employment with WTAS, or if a claim is brought stemming from any alleged breach by you of the restrictive covenants you entered into with your current employer or prior employer (as set forth in Exhibit A) while acting on behalf of WTAS, if you have acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of WTAS. Notwithstanding the indemnity obligation described in the preceding sentence, WTAS shall have no obligation to indemnify you in the event you incur any cost or loss by reason of Section 8(f) of your Managing Director Agreement (as set forth in Exhibit A).

	Please provide a list of prospective clients that may engage WTAS (subject to WTAS’s client acceptance policies) upon your joining our firm. (Exhibit C)
Registration:	The position that you have been offered may require testing and/or registration. All necessary testing and/or registration requirements have been completed. As an employee of WTAS you will be required to report some of your investments in accordance with WTAS disclosure policies.
Resignation or Termination of Employment For Cause:	In the event that you resign or your employment is terminated by WTAS for cause at anytime, you will not be entitled to any discretionary bonus (discretionary or otherwise) or any termination payments, or any unvested Restricted Shares that may be awarded to you as part of your bonuses. You will be entitled to salary and other benefits earned prior to your resignation or termination. For purposes hereof, “cause” shall mean that (i) you committed an act constituting a misdemeanor involving moral turpitude, or a felony under the laws of the United States or any state or political subdivision thereof; (ii) you violated laws, rules or regulations applicable to banks, investment banks, broker dealers, investment advisors, or the banking and securities industry generally; (iii) you committed an act constituting a breach of fiduciary duty, negligence, or misconduct; (iv) you engaged in conduct that violated WTAS’s internal policies or procedures; (v) you committed an act of fraud, dishonesty or misrepresentation; (vi) you engaged in a conflict of interest or self-dealing; or (vii) you breached your obligations as set forth in this Agreement or you failed to perform your duties as an employee of WTAS, including the termination of your employment as a result of your death or permanent disability.
Termination of Employment Other Than For Cause:	In the event that your employment is terminated by WTAS other than for cause: (1) you will receive earned but unpaid salary through the date of the termination of your employment, but will not be eligible for any unpaid bonus compensation, (2) in consideration for you signing a general release of claims against WTAS, its officers, employees and affiliates, you will receive any unvested portion of your Retention Bonus; and (3) you will receive the value of any accrued but unpaid benefits, such as vacation pay, to which you are entitled under the WTAS benefit plans then in effect, and if applicable.
Pre-Employment Screen:	This offer of employment is subject to satisfactory completion of WTAS’s pre-employment screening process which includes, but is not limited to, a fingerprint check. Two (2) completed fingerprint cards need to be submitted at least five (5) days prior to the first date of employment. Please refer to the enclosed fingerprint cards and instructions on how to complete this requirement.
Benefits:	Effective the thirty-first (31) day of your employment, you and your eligible dependents will be covered under WTAS’s health insurance plan, subject to its exclusions and limitations. Further details of your benefits will be discussed upon the commencement of your employment.

Governing Law:	This agreement will be governed by and construed in accordance with the laws of the State of New York.
Modification:	This agreement contains the entire understanding of the parties and supersedes all prior written and oral agreements or understandings on the subject of your employment by WTAS, and may be modified only in a document signed by the parties and referring explicitly hereto.

Nothing in this agreement is intended to guarantee you a term of employment at WTAS for a fixed period of time. Rather, you are an “at-will” employee. Either you or WTAS may terminate your employment at any time, for any reason or no reason at all, subject to the provisions of this agreement.

This offer of employment is subject to satisfactory completion of WTAS’s pre-employment screening process which includes, as detailed above, a fingerprint check. Your two (2) completed fingerprint cards should be mailed to our Corporate Security office via FedEx using the mailing label provided. Furthermore, in compliance with the Immigration Reform and Control Act of 1986, each new employee, as a condition of employment, must complete an Employment Verification Form 1-9 and present proof of identity and employment eligibility. Please provide the necessary documentation no later than your first day of work.

If you accept this offer, please sign and date this letter in the spaces provided below, and return the signed letter to Mary Williams, care of WTAS at 101 Second Street, Suite 700, San Francisco, CA 94105. A self-addressed, stamped envelope is enclosed for your convenience. In the event that you do not sign and return a fully executed original of this letter on or before December 15, 2006, this offer shall expire and the terms and conditions of this letter shall have no force and effect.

We look forward to having you on board.

Very truly yours,

/s/ Mark Vorsatz

Mark Vorsatz

Managing Director

Enclosures

I accept the conditions stated herein and will commence on: TBD – Post 1/1/07

(My Exhibit A ( compete), Exhibit B (Representation) and Exhibit C (Prospective Client List) are attached.

Signed:	/s/ Dorice E. Pepin	Dated:	12/6/06
	Dorice E. Pepin

EX-10.15

Exhibit 10.15

LEASE

333 BUSH, L.L.C.,

a Delaware limited liability company,

Landlord

and

ANDERSEN TAX LLC,

a Delaware limited liability,

Tenant

for

Suites 1600, 1700 and 1800

333 Bush Street

San Francisco, California

May 9, 2018

TABLE OF CONTENTS

		Page
ARTICLE 1	BASIC LEASE PROVISIONS		1
ARTICLE 2	PREMISES; TERM; RENT		5
ARTICLE 3	USE AND OCCUPANCY		19
ARTICLE 4	DELIVERY OF PREMISES; CONDITION OF THE PREMISES		20
ARTICLE 5	ALTERATIONS		21
ARTICLE 6	REPAIRS		24
ARTICLE 7	INCREASES IN TAXES AND OPERATING EXPENSES		25
ARTICLE 8	REQUIREMENTS OF LAW		32
ARTICLE 9	SUBORDINATION		34
ARTICLE 10	SERVICES		35
ARTICLE 11	INSURANCE; PROPERTY LOSS OR DAMAGE		40
ARTICLE 12	EMINENT DOMAIN		45
ARTICLE 13	ASSIGNMENT AND SUBLETTING		46
ARTICLE 14	ACCESS TO PREMISES		53
ARTICLE 15	DEFAULT		55
ARTICLE 16	LANDLORD’S RIGHT TO CURE; FEES AND EXPENSES		59
ARTICLE 17	NO REPRESENTATIONS BY LANDLORD; LANDLORD’S APPROVAL		59
ARTICLE 18	END OF TERM		60
ARTICLE 19	QUIET ENJOYMENT		61
ARTICLE 20	NO SURRENDER; NO WAIVER		61
ARTICLE 21	WAIVER OF TRIAL BY JURY; COUNTERCLAIM		61
ARTICLE 22	NOTICES		62
ARTICLE 23	RULES AND REGULATIONS		62
ARTICLE 24	BROKER		63
ARTICLE 25	INDEMNITY		63
ARTICLE 26	MISCELLANEOUS		64
ARTICLE 27	SECURITY DEPOSIT		72
ARTICLE 28	PARKING		73

Schedule of Exhibits

	Page
Exhibit A	Floor Plan
Exhibit B	Definitions
Exhibit C	Tenant Work Letter
Exhibit D	Design Standards
Exhibit E	Cleaning Specifications
Exhibit F	Rules and Regulations
Exhibit G	Form of Commencement Letter

LEASE

THIS LEASE is made as of the 9th day of May, 2018 (“Effective Date”), between 333 BUSH, L.L.C., a Delaware limited liability company (“Landlord”), and ANDERSEN TAX LLC, a Delaware limited liability company (“Tenant”).

Landlord and Tenant hereby agree as follows:

ARTICLE 1

BASIC LEASE PROVISIONS

PREMISES	The entire sixteenth (16th), seventeenth (17th) and eighteenth (18th) floors of the Building, as more particularly shown on Exhibit A.
BUILDING	The building, fixtures, equipment and other improvements and appurtenances now located or hereafter erected, located or placed upon the land known as 333 Bush Street, San Francisco, California.
PROJECT	The Building, together with the plot of land upon which the Building and the Common Areas stands, which Project includes the Office Project and the Residential Project.
DELIVERY DATE	The date on which Landlord tenders possession of the Premises to Tenant (the “Delivery Date”), which is anticipated to occur on or before July 1, 2019 (the “Anticipated Delivery Date”).
COMMENCEMENT DATE	The date which is eight (8) months after the Delivery Date (by way of example only, if the Delivery Date were July 1, 2019, then the Commencement Date would be March 1, 2020, but if the Delivery Date were July 15, 2019, then the Commencement Date would be March 15, 2020), which 8-month period shall be the build-out period for Tenant to construct the initial Tenant Improvements in the Premises pursuant to the Tenant Work Letter (the “Construction Period”); provided, however, in no event shall the Commencement Date occur prior to March 1, 2020; provided, further, Tenant shall be entitled to a period of beneficial occupancy pursuant to the terms of Section 2.6 of this Lease prior to the Commencement Date. The actual Delivery Date, Commencement Date and Expiration Date shall be confirmed in a notice in the form set forth in Exhibit G attached hereto, pursuant to the terms of Section 2.2 below.

1

EXPIRATION DATE	The date which is the last day of the one hundred twenty-fifth (125th) full calendar month from and after the Commencement Date (by way of example only, if the Commencement Date were March 1, 2020, then the Expiration Date would be July 30, 2030, but if the Commencement Date were March 15, 2020, then the Expiration Date would be August 31, 2030), or the last day of any renewal or extended term, if the Term of this Lease is extended in accordance with any express provision hereof.
TERM	The period commencing on the Commencement Date and ending on the Expiration Date (i.e., a 125-month term).
PERMITTED USES	Use as a tax and financial advisory firm and executive and general office use (the “Primary Use”), including all ancillary uses thereto, and any other legally permitted use compatible with the Comparable Buildings (excluding retail and governmental uses, and provided that any such use is ancillary to the Primary Use), all of which shall be consistent with the character of the Building as a first-class office building.
BASE YEAR	Calendar year 2020.
TENANT’S PROPORTIONATE SHARE	9.7734%
AGREED AREA OF BUILDING (OTHER THAN RESIDENTIAL FLOORS)	542,788 rentable square feet, as mutually agreed by Landlord and Tenant.
AGREED AREA OF PREMISES	53,049 aggregate rentable square feet, as mutually agreed by Landlord and Tenant, consisting of 17,683 rentable square feet on each of the sixteenth (16th), seventeenth (17th) and eighteenth (18th) floors of the Building.
FIXED RENT

2

Period During Lease Term	Per Annum		Per Month		*Annual Fixed Rent Per Rentable Square Foot
Commencement Date — end of Lease Year 1**	$	3,978,675.00	$	331,556.25	$	75.00
Lease Year 2	$	4,098,035.28	$	341,502.94	$	77.25
Lease Year 3	$	4,220,976.36	$	351,748.03	$	79.57
Lease Year 4	$	4,347,605.64	$	362,300.47	$	81.96
Lease Year 5	$	4,478,033.76	$	373,169.48	$	84.41
Lease Year 6	$	4,612,374.72	$	384,364.56	$	86.95
Lease Year 7	$	4,750,746.00	$	395,895.50	$	89.55
Lease Year 8	$	4,893,268.44	$	407,772.37	$	92.24
Lease Year 9	$	5,040,066.48	$	420,005.54	$	95.01
Lease Year 10	$	5,191,268.52	$	432,605.71	$	97.86
Lease Year 11 — initial Expiration Date	$	5,347,006.56	$	445,583.88	$	100.79

* The calculations of the Approximate Annual Fixed Rent Per Rentable Square Foot set forth above are approximate calculations based on a 3% increase per annum and rounded to the nearest one-hundredth. Such approximation is provided for convenience only and the Fixed Rent Per Annum and Fixed Rent Per Month amounts set forth above control.

** Subject to the terms set forth in Section 2.5 of this Lease, the Fixed Rent (and certain Additional Rent, as provided hereinafter) attributable to the first six (6) full calendar months of the Term (the “Abatement Period”) shall be abated.

ADDITIONAL RENT	All sums other than Fixed Rent payable by Tenant to Landlord under this Lease, including Tenant’s Tax Payment, Tenant’s Operating Payment, late charges, overtime or excess service charges, damages, and interest and other costs related to Tenant’s failure to perform any of its obligations under this Lease.
RENT	Fixed Rent and Additional Rent, collectively.
INTEREST RATE SECURITY DEPOSIT	The lesser of (i) 3% per annum above the then-current Base Rate, and (ii) the maximum rate permitted by applicable Requirements. $378,767.00.

3

TENANT’S ADDRESS FOR Until Tenant commences business operations from the Premises: NOTICES

LANDLORD’S ADDRESS FOR NOTICES	Andersen Tax LLC 100 First Street, Suite 1600 San Francisco, California 94105 Attn: CEO or CFO. Thereafter: Andersen Tax LLC 333 Bush Street, Suite 1600 San Francisco, California 94104 Attn: CEO or CFO With a copy to: Price, Meese, Shulman & D’Arminio, P.C., Attn: Michael Breen, Esq. 50 Tice Boulevard Woodcliff Lake, New Jersey 07677 333 Bush, L.L.C. do Tishman Speyer Properties, L.P. One Bush Street, Suite 450 San Francisco, California 94104 Attn: Managing Director With copies to: Tishman Speyer Properties, L.P. 45 Rockefeller Plaza New York, New York 10111 Attn: Chief Legal Officer and:
	Tishman Speyer Properties, L.P. 45 Rockefeller Plaza
	New York, New York 10111
	Attn: Chief Financial Officer and:
	Tishman Speyer Properties, L.P. 333 Bush Street, Suite 2510
	San Francisco, California 94104
	Attn: Property Manager
TENANT’S BROKER	Newmark Cornish & Carey.

4

LANDLORD’S AGENT	Tishman Speyer Properties, L.P. or any other person or entity designated by written notice delivered to Tenant at any time and from time to time by Landlord as Landlord’s Agent.
TENANT IMPROVEMENT ALLOWANCE	$6,365.880.00 (i.e., $120.00 per rentable square foot of the Premises).

All capitalized terms used in this Lease without definition are defined in Exhibit B.

ARTICLE 2

PREMISES; TERM; RENT

Section 2.1 Lease of Premises. Subject to the terms of this Lease, Landlord leases to Tenant and Tenant leases from Landlord the Premises for the Term. For purposes of this Lease, the “rentable square feet” of the Premises and of the Building were calculated pursuant to the BOMA Standard for Measuring Floor Area in Office Buildings, ANSI Z65.1-2010, and its accompanying guidelines, and applying a stipulated full-floor tenant load factor of 17.5% and a multi-tenant load factor of between 27 and 29% (depending on the length of the applicable corridor) (the “BOMA Standard”). In addition, Landlord grants to Tenant the right to use, on a non-exclusive basis and in common with others, those Office Project Common Areas as designated from time to time by Landlord. Except as otherwise specifically provided in this Lease, and subject to any temporary shutdown for repairs, for security purposes, for compliance with any applicable Requirements, or due to strikes, lockouts, labor disputes, fire or other casualty, or Unavoidable Delay, Landlord hereby grants to Tenant the right to access the Premises, the Building and the Building Parking Facility (as defined in Article 28 below) twenty-four (24) hours per day, seven (7) days per week, every day of the year, during the Term, subject to all applicable Requirements, Landlord’s reasonable access control procedures applicable to all Building occupants, the Rules and Regulations and the terms of this Lease. Such access to the Building shall be of a first-class nature consistent with the Comparable Buildings. Notwithstanding the foregoing, if an emergency condition, a Requirement or a casualty or condemnation occurs or exists where it becomes necessary for Landlord to prevent access to the Premises, the Building, the Building Parking Facility or applicable portions thereof, then for the duration of such emergency condition, period during which such Requirement applies, or such casualty or condemnation requiring preclusion of access, Landlord shall have the right to deny Tenant and other Building occupants access to the Premises, the Building, the Building Parking Facility or applicable portions thereof, as reasonably necessary, provided that Landlord shall do so on a non-discriminatory basis, and without waiving Tenant’s rights under Section 26.25. To the extent that Landlord is responsible for addressing such emergency condition, complying with such Requirement or performing repairs in connection with such casualty or condemnation, each in accordance with the terms of this Lease, and the same is within Landlord’s reasonable control, Landlord shall use commercially reasonable efforts to minimize the period of time that such access is interrupted and to restore such access as soon as reasonably practicable under the circumstances. Notwithstanding anything to the contrary contained herein, and at no additional cost to Landlord, Tenant shall have the right to utilize the existing, internal “emergency exit” stairwell that connects the floors that comprise the Premises, subject to applicable Requirements and Landlord’s reasonable access control procedures (which Tenant acknowledges may include access cards). Tenant shall not be charged any initial fee for such access cards; provided that, Tenant shall be responsible for any then-current charges associated with replacement access cards (which such charges are equal to $100.00 per replacement access card as of the date of this Lease).

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Section 2.2 Commencement Date. Upon the Effective Date, the terms and provisions hereof shall be fully binding on Landlord and Tenant. The Term of this Lease shall commence on the Commencement Date, and unless sooner terminated or extended as may be hereinafter provided, the Term shall end on the Expiration Date. If Landlord does not tender possession of the Premises to Tenant on or before any particular date, for any reason whatsoever, then except as is otherwise set forth herein, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until the Commencement Date. Subject to Section 1 of the Tenant Work Letter attached hereto as Exhibit C (the “Tenant Work Letter”), and Article 4 below, Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the Substantial Completion of the Landlord Work (as defined in Section 1.2 of the Tenant Work Letter), and the giving of notice by Landlord to Tenant stating that the Landlord Work is Substantially Complete, the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. No failure to tender possession of the Premises to Tenant on or before any particular date shall affect any other obligations of Tenant hereunder, nor be construed as a default by Landlord hereunder. There shall be no postponement of the Commencement Date for any delay in the tender of possession to Tenant which results exclusively from any Tenant Delay. Following the determination of the Commencement Date, Landlord shall promptly deliver to Tenant a notice in the form as set forth in Exhibit G, attached hereto, as a confirmation only of the information set forth therein, which Tenant shall execute and return to Landlord within ten (10) Business Days of receipt thereof; provided, however, Tenant’s failure to execute and return such notice to Landlord within such time shall be conclusive upon Tenant that the information set forth in such notice is as specified therein.

Section 2.3 Payment of Rent. Tenant shall pay to Landlord, without notice or demand, and without any set-off, counterclaim, abatement or deduction whatsoever, except as may be expressly set forth in this Lease, in lawful money of the United States by wire transfer or other form of electronic transfer of funds pursuant to written instructions that Landlord has delivered to Tenant, (i) Fixed Rent in equal monthly installments, in advance, on the first day of each month during the Term, commencing on the Commencement Date, and (ii) Additional Rent, at the times and in the manner set forth in this Lease.

Section 2.4 First Month’s Rent. If the Commencement Date is not the first day of a month, then on the Commencement Date Tenant shall pay Fixed Rent for the period from the Commencement Date through the last day of such month, and the Abatement Period shall commence on the first day of the next succeeding calendar month.

Section 2.5 Fixed Rent Abatement. Tenant shall be entitled to an abatement (the “Rent Abatement”) in amount equal to one hundred percent (100%) of the Fixed Rent, Tenant’s Operating Payment and Tenant’s Tax Payment otherwise due with respect to the Premises during the Abatement Period (the aggregate amount of such Rent Abatement being referred to as the “Rent Abatement Amount”); provided, however, that the total amount of Fixed Rent abated pursuant to this Section 2.5 shall in no event exceed the aggregate of $1,989,337.50. Landlord and Tenant acknowledge that Tenant’s right (the “Rent Abatement Right”) to receive Rent Abatement during the Abatement Period has been granted to Tenant as additional consideration for Tenant’s agreement to enter into this Lease and to comply with the terms and conditions otherwise required under this Lease. The Rent Abatement Right set forth in this Section 2.5 shall be personal to the Tenant originally named in this Lease (the “Original Tenant”) and any Affiliate Assignee (as defined in Section 2.8(a) below) and shall not inure to the benefit of any assignee, sublessee or other

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transferee of the Original Tenant’s interest in this Lease. Notwithstanding anything in Section 2.2 of the Tenant Work Letter to the contrary, Tenant shall have the right to deliver written notice to Landlord on or before the date of Substantial Completion of the Tenant Improvements, of Tenant’s election to use any portion of the Rent Abatement Amount (the “Unused Abatement”) as additional Tenant Improvement Allowance, provided that in no event shall such Unused Abatement exceed $1,989,337.50 in the aggregate.

Section 2.6 Beneficial Occupancy. Notwithstanding any provision to the contrary contained in this Lease, Tenant shall have the right to occupy the Premises for the conduct of its business prior to February 1, 2020 provided that the Landlord Work has been Substantially Completed, and provided that (i) Tenant shall give Landlord at least ten (10) days’ prior written notice of any such occupancy of the Premises, (ii) a temporary certificate of occupancy or legal equivalent allowing legal occupancy of the Premises shall have been issued by the appropriate Governmental Authorities for each such portion to be occupied, (iii) Tenant has delivered to Landlord satisfactory evidence of the insurance coverage required to be carried by Tenant in accordance with Article 11 below, and (iv) all of the terms and conditions of the Lease shall apply (other than Tenant’s obligation to pay Fixed Rent, Tenant’s Tax Payment, and Tenant’s Operating Payment) as though the Commencement Date had occurred (although the Commencement Date shall not actually occur until the occurrence of the same pursuant to the terms of Section 2.2 above) upon such occupancy of a portion of the Premises by Tenant.

Section 2.7 Holdover Rent Credit. Tenant represents and warrants to Landlord that Tenant (formerly known as “WTAS LLC, a Delaware limited liability company”, and prior thereto as “Wealth and Tax Advisory Services, Inc., a Delaware corporation”) and Tenant’s current landlord, Kilroy Realty, L.P., a Delaware limited partnership (as successor-in-interest to 100 First Plaza Property LLC, a Delaware limited liability company) (the “Existing Landlord”), are parties to that certain office lease dated as of December 21, 2007 (as the same may have been amended or modified as of the date hereof, the “Existing Lease”), whereby Tenant is leasing from Existing Landlord and Existing Landlord is leasing to Tenant that certain premises comprising a portion of the twelfth (12th) floor, and the entire sixteenth (16th) and seventeenth (17th) floors, of that certain building located at 100 First Street, San Francisco, California 94105 (the “Existing Premises”). Tenant further represents and warrants to Landlord that pursuant to the terms (existing as of the date hereof) of the Existing Lease, the term of the Existing Lease is scheduled to expire on January 31, 2020 (the “Existing Lease Expiration Date”). In the event that (i) the Delivery Date has not occurred on or prior to August 1, 2019 for any reason whatsoever (the “Delivery Date Delay”), and (ii) such Delivery Date Delay actually delays Tenant from obtaining a certificate of occupancy for the Premises or its reasonable equivalent allowing legal occupancy of the Premises on or before January 31, 2020 (but it being understood that Tenant, using commercially reasonable, good faith efforts, should be able to obtain a certificate of occupancy for the Premises or its reasonable equivalent allowing legal occupancy of the Premises within sixteen (16) weeks after possession of the Premises is tendered to Tenant), then, subject to the terms of this Section 2.7, Landlord shall reimburse Tenant for any holdover base rent (not including any portion of base rent equal to the amount of base rent due immediately prior to the Existing Lease Expiration Date) actually paid by Tenant to Existing Landlord under the terms (existing as of the date hereof) of the Existing Lease for the period (the “Holdover Rent Credit Period”) commencing on February 1, 2020 and continuing for a period, not to exceed the actual delay caused by Landlord’s Delivery Date Delay, and in any event ending on or before the earlier of (A) August 31, 2020 and (B) the date Tenant occupies any part of the Premises for the conduct of its business (the “Occupancy Date”), in an amount not to exceed (I) One Hundred Forty-Two Thousand One Hundred Sixty-Eight and 09/100 Dollars ($142,168.09) per month for the first two (2) months of the Holdover Rent Credit Period, and (II) Two Hundred Eighty-Four Thousand Three Hundred Thirty-Six and 17/100 Dollars ($284,336.17) per month for the remaining five (5) months

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of the Holdover Rent Credit Period (such amounts being referred to herein, collectively, as the “Holdover Rent Credit Amount”). Landlord and Tenant hereby agree that, notwithstanding the foregoing, if Tenant is required or permitted to pay such holdover base rent to Existing Landlord on a daily (or prorated) basis, then the applicable Holdover Rent Credit Amount reimbursed by Landlord to Tenant shall be prorated on daily (or prorated) basis for each day of the applicable Holdover Rent Credit Period. Landlord and Tenant hereby further agree that, notwithstanding any contrary provision contained herein, in no event shall the Holdover Rent Credit Amount (if any) to which Tenant is entitled under this Section 2.7, if applicable, exceed an aggregate of One Million Seven Hundred Six Thousand Seventeen and 03/100 Dollars ($1,706,017.03), and in no event shall Landlord be required to reimburse Tenant for any holdover base rent incurred by Tenant for any period of time following the expiration of the Holdover Rent Credit Period. In connection with the foregoing, if Tenant is entitled to the Holdover Rent Credit Amount pursuant to the terms of this Section 2.7, then in order to determine the amount of actual holdover base rent paid by Tenant to the Existing Landlord under the Existing Lease, Tenant shall, as soon as reasonably possible following Tenant’s payment thereof, provide to Landlord reasonable evidence which confirms that Tenant has been billed for such actual holdover base rent by the Existing Landlord and has paid such amount in full, and Landlord shall calculate the Holdover Rent Credit Amount payable to Tenant hereunder (up to the maximum amount(s) provided above) based on the amounts identified in such evidence. The Holdover Rent Credit Amount to which Tenant is entitled under this Section 2.7 shall be credited against Tenant’s payments of Fixed Rent next coming due under this Lease until fully exhausted. Notwithstanding the foregoing or any contrary provision contained herein, in no event shall Landlord be deemed to be liable to Tenant, the Existing Landlord or any other party for any rent (other than the Holdover Rent Credit Amount (if any) Landlord is required to reimburse to Tenant pursuant to the terms hereof) or any damages (including, without limitation, any consequential damages) attributable to Tenant’s holdover in the Existing Premises. Notwithstanding the foregoing, Landlord and Tenant hereby agree that Tenant shall use its commercially reasonable, good faith efforts to minimize any holdover base rent which Tenant may be required to pay to the Existing Landlord under the terms of the Existing Lease (provided that Tenant shall not have any obligation to vacate the Existing Premises prior to February 1, 2020), and Tenant shall not agree to pay any additional sums to Existing Landlord other than the holdover obligations currently set forth in the Existing Lease and shall request or require (if so provided under the Existing Lease) that the Existing Landlord prorate any holdover base rent charged to Tenant on a daily basis for the actual period that Tenant remains in the Existing Premises on and after the Existing Lease Expiration Date.

Section 2.8 Renewal Term.

(a) Renewal Term. The Original Tenant and any Related Entity (as defined in Section 13.8 below) to whom this Lease is assigned pursuant to the terms of Section 13.8 below (an “Affiliate Assignee”) shall have the right to renew the initial Term for all of the Premises for two (2) consecutive renewal terms of five (5) years each (the “First Renewal Term” and the “Second Renewal Term”, respectively) (the foregoing renewal terms shall be referred to hereinafter, sometimes individually or collectively, as the “Renewal Term”). The First Renewal Term shall commence, if at all, on the day after the initial Expiration Date, and the Second Renewal Term shall commence, if at all, on the day after the expiration of the First Renewal Term (each such Renewal Term commencement date shall be referred to hereinafter, sometimes individually or collectively, as the “Renewal Term Commencement Date”), and each such Renewal Term shall expire on the last day of the applicable Renewal Term, unless the applicable Renewal Term shall sooner terminate pursuant to any of the terms of this Lease or otherwise. The renewal right contained in this Section 2.8 shall be exercised by Tenant, if at all, only in the following manner: (i) not more than eighteen (18) months and not less than fourteen (14) months prior to the initial Expiration Date with respect to the First Renewal Term, or the expiration of the First Renewal Term with respect to the

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Second Renewal Term, as the case may be, Tenant shall deliver a written notice to Landlord (“Renewal Interest Notice”) stating that Tenant is interested in exercising its renewal right, in which event Landlord and Tenant thereafter shall negotiate and attempt to agree, using their respective good faith efforts, upon the annual Fair Market Value of the Premises for the applicable Renewal Term (provided that neither party shall be bound by any proposals or information given to the other party during such negotiations in the event that the Fair Market Value is determined by arbitration in accordance with Section 2.8(c) below); and (ii) if Tenant wishes to exercise either such renewal right, then Tenant shall irrevocably exercise such renewal right by delivering written notice thereof to Landlord (each such notice shall be referred to herein as a “Renewal Exercise Notice”) on or before the date (each such date shall be referred to herein as a “Renewal Exercise Date”) which is twelve (12) months prior to the initial Expiration Date with respect to the First Renewal Term, or the expiration of the First Renewal Term with respect to the Second Renewal Term, as the case may be (whether or not Landlord and Tenant have reached agreement upon the Fair Market Value of the Premises for the applicable Renewal Term); provided that, if Landlord and Tenant theretofore have not reached agreement in writing upon the Fair Market Value of the Premises for the applicable Renewal Term, then the Renewal Exercise Notice nevertheless shall be irrevocable and binding and the Term shall be extended in accordance with this Section 2.8(a) above; however, in such instance, Landlord, at any time after its receipt of the Renewal Exercise Notice, may deliver written notice to Tenant (a “Renewal Rent Notice”) advising Tenant of Landlord’s determination of Fair Market Value of the Premises for such Renewal Term. If Tenant desires to dispute the Renewal Rent Notice and have such dispute resolved by arbitration, then Tenant must deliver written notice to Landlord (a “Renewal Arbitration Notice”) within ten (10) Business Days after Tenant’s receipt of the Renewal Rent Notice, which Renewal Arbitration Notice must demand that the Fair Market Value of the Premises for the applicable Renewal Term be resolved by arbitration as provided in Section 2.8(c) below. If Tenant fails to timely deliver the Renewal Arbitration Notice, then the Rent for the applicable Renewal Term shall be as set forth in the Renewal Rent Notice. If Tenant timely delivers the Renewal Arbitration Notice, then Landlord shall not be bound by the Rent set forth in the Renewal Rent Notice during arbitration in accordance with Section 2.8(c) below. If at any time Landlord and Tenant reach a written agreement upon Fair Market Value of the Premises during the applicable Renewal Term, then the Rent for such Renewal Term shall be such agreed upon Fair Market Value. Time is of the essence with respect to the giving of the Renewal Exercise Notice and the Renewal Arbitration Notice. Each Renewal Term shall be upon all of the agreements, terms, covenants and conditions of this Lease, except that if Tenant exercises both renewal options set forth in this Section 2.8, then Tenant shall have no further right to renew the Term unless otherwise agreed to in writing by Landlord and Tenant. Notwithstanding any contrary provision of this Section 2.8, in no event may Tenant exercise its right to extend the Term for the Second Renewal Term under this Section 2.8 if Tenant fails to timely exercise its right to extend the initial Term for the First Renewal Term under this Section 2.8. Upon the commencement of a Renewal Term, (1) the applicable Renewal Term shall be added to and become part of the Term, (2) any reference to “this Lease”, to the “Term”, the “term of this Lease” or any similar expression shall be deemed to include the applicable Renewal Term and (3) the expiration date of the applicable Renewal Term shall become the Expiration Date. Any termination, cancellation or surrender of the entire interest of Tenant under this Lease at any time during the Term shall automatically terminate the renewal rights set forth in this Section 2.8. The rights contained in this Section 2.8 shall be personal to Original Tenant and any Affiliate Assignee, and may only be exercised by Original Tenant or any Affiliate Assignee (and not any other assignee, or any sublessee or other transferee of Original Tenant’s interest in this Lease).

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(b) Renewal Term Rent; Fair Market Value. The annual Rent payable during each Renewal Term shall be equal to the annual Fair Market Value (as hereinafter defined) of the Premises as of the applicable Renewal Exercise Date (the “Calculation Date”). “Fair Market Value” shall mean the fair market annual rent (including additional rent and considering any “base year” or “expense stop” applicable thereto, taking into account all escalations, at which, as of the Calculation Date, tenants are leasing non-sublease, non-encumbered, non-equity, non-expansion space comparable in size, location and quality to the Premises (or the applicable Additional Space, as applicable) for a term equal to the applicable Renewal Term (or the applicable Additional Space Term, as applicable), in an arm’s-length transaction, taking into account the standard of measurement used in such comparable transactions (including load factors) as compared with the BOMA Standard, and which comparable space is located in the Building or in the Comparable Buildings, and which comparable transactions (collectively, the “Comparable Transactions”) are entered into within the nine (9) month period immediately preceding Tenant’s delivery to Landlord of the Renewal Exercise Notice (or Landlord’s delivery to Tenant of the First Offer Notice or the Expansion Rent Notice, as applicable), taking into consideration the following concessions (the “Concessions”): (i) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (ii) tenant improvements or allowances provided or to be provided for such comparable space, taking into account, and deducting the value of, the existing improvements in the Premises (or the applicable Additional Space, as applicable), such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized, with respect to a Renewal Term, by Tenant based upon the fact that the precise tenant improvements existing in the Premises are specifically suitable to Tenant, or, with respect to the applicable Additional Space, as applicable, by a general office user; and (iii) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Market Value, no consideration shall be given to (A) the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to lease the Premises (or the applicable Additional Space, as applicable) during the applicable Renewal Term (or the applicable Additional Space Term, as applicable) or in connection with the Comparable Transactions or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space, and (B) with respect to the determination of Fair Market Value for a Renewal Term only, any period of rental abatement, if any, granted to tenants in Comparable Transactions in connection with the design, permitting and construction of tenant improvements in such comparable spaces. Notwithstanding anything to the contrary contained above in this Section 2.8(b), with respect to the determination of Additional Space Rent for any applicable Additional Space, if there are not a sufficient number of Comparable Transactions with comparable lease terms to the applicable Additional Space Term to determine the Fair Market Value of the applicable Additional Space for a lease of such duration, then the Fair Market Value for purposes of this Section 2.8(b) shall be equal to that of Comparable Transactions with terms of five (5) years, provided that the Concessions shall be appropriately prorated on a fractional basis to account for the difference between the applicable Additional Space Term and the lease terms of the Comparable Transactions. The determination of Fair Market Value shall additionally include a determination (the “Financial Security Determination”) as to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as a letter of credit, for Tenant’s rent obligations in connection with Tenant’s lease of the Premises during the applicable Renewal Term (or the applicable Additional Space during the applicable Additional Space Term, as applicable). If applicable, the Financial Security Determination shall be made by reviewing the extent of financial security then generally being imposed in Comparable Transactions from tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the then-existing financial condition of Tenant and such other tenants). If the Rent payable during a Renewal Term (or during the applicable Additional Space Term, as applicable) is not determined prior to the Renewal Term Commencement Date (or the applicable Additional Space Commencement Date, as applicable), then Tenant shall pay Rent in an amount equal to the Interim Rent (as defined below). As used herein, “Interim Rent” shall mean (w) with respect to the Premises

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during a Renewal Term, an amount equal to the Rent payable for the Premises immediately prior to the Renewal Term Commencement; (y) with respect to any applicable Offer Space, the amount set forth in the applicable First Offer Notice; or (z) with respect to any applicable Expansion Space, the amount set forth in the applicable Expansion Rent Notice. Upon final determination of the Rent for the applicable Renewal Term (or the applicable Additional Space Term, as applicable), Tenant shall commence paying such Rent as so determined, and within thirty (30) days after such determination Tenant shall pay any deficiency in prior payments of Rent or, if the Rent as so determined shall be less than the Interim Rent, Tenant shall be entitled to a credit against the next succeeding installments of Rent in an amount equal to the difference between each installment of Interim Rent and the Rent as so determined that should have been paid for such installment until the total amount of the over payment has been recouped.

(c) Arbitration. In the event Tenant timely disputes Landlord’s determination of Fair Market Value of the Premises for a Renewal Term pursuant to Section 2.8(b) above (or Landlord’s determination of Fair Market Value of the applicable Additional Space for the applicable Additional Space Term, as applicable, pursuant to the applicable provisions of Section 2.9 or 2.10 below, as applicable), then such dispute thereafter shall be determined as follows:

(i) In its demand for arbitration, Tenant shall specify the name and address of the person to act as the arbitrator on Tenant’s behalf. The arbitrator shall be a real estate broker with at least ten (10) years full-time commercial brokerage experience who is familiar with the Fair Market Value of first-class office buildings of comparable age and quality in the financial district of San Francisco, California. Failure on the part of Tenant to make the timely and proper demand for such arbitration shall constitute a waiver of the right thereto and the Rent shall be as set forth in the applicable Rent Notice. Within ten (10) Business Days after the service of the demand for arbitration, Landlord shall give notice to Tenant specifying the name and address of the person designated by Landlord to act as arbitrator on its behalf, which arbitrator shall be similarly qualified. If Landlord fails to notify Tenant of the appointment of its arbitrator within such ten (10) Business Day period, and such failure continues for three (3) Business Days after Tenant delivers a second notice to Landlord, then the arbitrator appointed by Tenant shall be the arbitrator to determine the Fair Market Value.

(ii) If two arbitrators are chosen pursuant to Section 2.8(c)(i) above, the arbitrators so chosen shall meet within ten (10) Business Days after the second arbitrator is appointed and shall seek to reach agreement on Fair Market Value. If within twenty (20) Business Days after the second arbitrator is appointed the two arbitrators are unable to reach agreement on Fair Market Value then the two arbitrators shall appoint a third arbitrator, who shall be a competent and impartial person with qualifications similar to those required of the first two arbitrators pursuant to Section 2.8(c)(i) above. If the arbitrators are unable to agree upon such appointment within five (5) Business Days after expiration of such twenty (20) Business Day period, the third arbitrator shall be selected by the parties themselves. If the parties do not agree on the third arbitrator within five (5) Business Days after expiration of the foregoing five (5) Business Day period, then either party, on behalf of both, may request appointment of such a qualified person under the provisions of the American Arbitration Association, but subject to the instructions set forth in this Section 2.8(c). The third arbitrator shall decide the dispute, if it has not been previously resolved, by following the procedures set forth in Section 2.8(c)(iii) below. Each party shall pay the fees and expenses of its respective arbitrator and both shall share the fees and expenses of the third arbitrator. Attorneys’ fees and expenses of counsel and of witnesses for the respective parties shall be paid by the respective party engaging such counsel or calling such witnesses.

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(iii) Fair Market Value shall be fixed by the third arbitrator in accordance with the following procedures. Concurrently with the appointment of the third arbitrator, each of the arbitrators selected by the parties shall state, in writing, his or her determination of the Fair Market Value supported by the reasons therefor. The third arbitrator shall have the right to consult experts and competent authorities for factual information or evidence pertaining to a determination of Fair Market Value, but any such determination shall be made in the presence of both parties with full right on their part to cross-examine. The third arbitrator shall conduct such hearings and investigations as he or she deems appropriate and shall, within thirty (30) days after being appointed, select which of the two proposed determinations most closely approximates his or her determination of Fair Market Value. The third arbitrator shall have no right to propose a middle ground or any modification of either of the two proposed determinations. The determination he or she chooses as that most closely approximating his or her determination of the Fair Market Value shall constitute the decision of the third arbitrator and shall be final and binding upon the parties. The third arbitrator shall render the decision in writing with counterpart copies to each party. The third arbitrator shall have no power to add to or modify the provisions of this Lease. Promptly following receipt of the third arbitrator’s decision, the parties shall enter into an amendment to this Lease, evidencing the extension of the Term for the applicable Renewal Term and confirming the Rent for the applicable Renewal Term, or the expansion of the Premises for the applicable Additional Space for the applicable Additional Space Term, as applicable, and confirming the Rent for such applicable Additional Space, as applicable, as the case may be, but the failure of the parties to do so shall not affect the effectiveness of the third arbitrator’s determination.

(iv) In the event of a failure, refusal or inability of any arbitrator to act, his or her successor shall be appointed by him or her, but in the case of the third arbitrator, his or her successor shall be appointed in the same manner as that set forth herein with respect to the appointment of the original third arbitrator.

Section 2.9 Right of First Offer. Pursuant to the terms of this Section 2.9, Landlord hereby grants to the Original Tenant and any Affiliate Assignee an ongoing right of first offer (the “Right of First Offer”) with respect to any available space on the fourteenth (14th) floor of the Building (which contains 17,662 rentable square feet), or fifteenth (15th) floor of the Building (which contains 17,530 rentable square feet) (collectively, the “First Offer Space”), subject to the rights of any First Offer Space Superior Rights Holders (as hereinafter defined) and further subject to the terms and conditions of this Section 2.9. Landlord and Tenant hereby agree that the rentable square feet of the First Offer Space have been measured in accordance with the BOMA Standard. Such rentable square footage shall be as stipulated in this Section 2.9 above, and shall not be subject to remeasurement during the Term, provided that in the event Tenant leases only a portion of the First Offer Space, such stipulated square footage shall be adjusted pursuant to the BOMA Standard to reflect the rentable square footage contained in the applicable portion of the First Offer Space. The rights contained in this Section 2.9 shall be personal to the Original Tenant and any Affiliate Assignee, and may only be exercised by the Original Tenant or its Affiliate Assignee (and not any other assignee, or any sublessee or other transferee of the Original Tenant’s interest in this Lease) if the Original Tenant or its Affiliate Assignee is leasing at least fifty percent (50%) of the entire Premises initially leased hereunder, as the same may be expanded, whether pursuant to this Section 2.9, Section 2.10 below or otherwise (but not as the same reduced pursuant to Section 2.11 below or otherwise). Tenant shall not have the right to lease First Offer Space, as provided in this Section 2.9, if, as of the date of the attempted exercise of any right of first offer by Tenant, Tenant is in monetary or material non-monetary default under this Lease beyond any applicable notice and cure period set forth in this Lease. The right of first offer granted herein shall terminate as to all First Offer Space and thereafter shall be of no further force or effect on the date that is one (1) year prior to the

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Lease Expiration Date (as the same may be extended pursuant to the terms of Section 2.8 above). Notwithstanding the foregoing, the Right of First Offer shall commence with respect to any portion of the First Offer Space only following the expiration or earlier termination of any then-existing lease of such portion of the First Offer Space entered into by Landlord prior to the Commencement Date or in accordance with the terms of this Section 2.9 (including renewals, and irrespective of whether any such renewal is pursuant to an express written provision in such tenant’s lease or whether such renewal is effectuated by a lease amendment or a new lease) of such portion of the First Offer Space, and such Right of First Offer shall be subordinate to all rights with respect to the First Offer Space which are set forth in leases of space in the Building entered into by Landlord prior to the Commencement Date or in accordance with this Section 2.9 (i.e., leases by Landlord of space that qualifies as First Offer Space either to First Offer Space Superior Right Holders or to other third parties after Tenant fails to exercise its Right of First Offer with respect thereto), including any renewal, extension or expansion rights (including, but not limited to, must-take, right of first offer, right of first negotiation, right of first refusal, expansion option and other similar rights) set forth in such leases regardless of whether such renewal, extension or expansion rights are executed strictly in accordance with their terms, or pursuant to lease amendments or new leases. Furthermore, such Right of First Offer shall be subordinate to all rights of other tenants of the Project existing as of the date hereof, which rights relate to the First Offer Space and which rights are set forth in leases of space in the Project existing as of the date hereof, each including, without limitation, any renewal, extension, expansion, first offer, first negotiation and other rights, regardless of whether such rights are executed strictly in accordance with their respective terms or pursuant to lease amendments or new leases. All tenants under new leases and existing leases of the First Offer Space and other tenants of the Project with a right to the First Offer Space shall collectively be referred to herein as the “First Offer Space Superior Right Holders”. Tenant’s right of first offer shall be on the terms and conditions set forth in this Section 2.9.

(a) Procedure for Offer. Landlord shall notify Tenant (a “First Offer Notice”) if all or any portion of the First Offer Space becomes available for lease to third parties as determined by Landlord, provided that no First Offer Space Superior Right Holder wishes to lease such space. The space described in a First Offer Notice is referred to herein as “Offer Space”. The First Offer Notice shall describe the Offer Space, shall state the anticipated delivery date of the applicable Offer Space (the “ROFO Target Delivery Date”), and shall set forth Landlord’s proposed First Offer Rent (defined in Section 2.9(c)) below) (the “Proposed First Offer Rent”), and the other economic terms upon which Landlord is willing to lease such space to Tenant. Pursuant to such First Offer Notice, Landlord shall offer to lease the available Offer Space to Tenant.

(b) Procedure for Acceptance. If Tenant wishes to exercise Tenant’s Right of First Offer with respect to the Office Space described in a First Offer Notice, then on or before that date (the “First Offer Exercise Date”) that is fifteen (15) days following delivery of such First Offer Notice to Tenant, Tenant shall deliver written notice to Landlord (the “First Offer Exercise Notice”) irrevocably exercising Tenant’s Right of First Offer with respect to the entire Offer Space described in such First Offer Notice on the terms contained in such First Offer Notice (except as may be expressly provided herein below); provided that, if Tenant wishes to dispute the Proposed First Offer Rent for such Offer Space set forth in such First Offer Notice, then Tenant’s First Offer Exercise Notice shall so notify Landlord of such dispute and shall demand that such dispute be resolved by arbitration as provided in Section 2.8(c) above (which demand shall include the name and address of Tenant’s arbitrator as required by said Section 2.8(c)) and such First Offer Exercise Notice shall constitute Tenant’s demand for arbitration. Notwithstanding the foregoing, if Tenant notifies Landlord, within five (5) Business Days after Tenant’s receipt of a First Offer Notice and prior to Tenant’s delivery of its First Offer Exercise Notice, that Tenant is interested in exercising its Right

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of First Offer with respect to the Offer Space described in such First Offer Notice, but disagrees with the Proposed First Offer Rent set forth in such First Offer Notice, then Landlord and Tenant thereafter shall negotiate and attempt to agree, using their respective good faith efforts, upon the annual Fair Market Value of the Offer Space for the First Offer Term (as defined below) (provided that neither party shall be bound by any proposals or information given to the other party during such negotiations in the event that the Fair Market Value is determined by arbitration in accordance with the terms of Section 2.8(c) above). If Landlord and Tenant reach a written agreement upon such Fair Market Value on or before the earlier to occur of (i) Tenant’s delivery of its First Offer Exercise Notice and (ii) the First Offer Exercise Date, then the Proposed First Offer Rent set forth in such First Offer Notice shall be deemed to be replaced with such agreed upon Fair Market Value, and if Tenant thereafter exercises its Right of First Offer by delivery of a First Offer Exercise Notice, then the First Offer Rent shall be such agreed upon Fair Market Value. If Tenant does not timely deliver a First Offer Exercise Notice to Landlord on or before the First Offer Exercise Date, then Landlord shall be free to lease the Offer Space described in such First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires for a period of nine (9) months following the relevant First Offer Exercise Date (the “First Offer Leasing Period”), in which event such third party to whom Landlord leases such Offer Space thereafter shall be a First Offer Space Superior Rights Holder. If Landlord has not leased the Offer Space to a third party within the First Offer Leasing Period, then the provisions of this Section 2.9 shall again apply to the Offer Space; provided, however, that if Landlord is actively and in good faith negotiating with a third party with respect to the Offer Space at the end of such First Offer Leasing Period, the First Offer Leasing Period shall automatically be extended through the date such negotiations either successfully conclude (in which case Landlord shall have no obligation to re-offer such Offer Space to Tenant) or terminate. If Tenant timely delivers a First Offer Exercise Notice to Landlord and does not notify Landlord in such First Offer Exercise Notice of Tenant’s dispute with the Proposed First Offer Rent, then Tenant shall be deemed to have accepted the Proposed First Offer Rent (or the Fair Market Value of the First Offer Space for the First Offer Term to which Landlord and Tenant previously agreed in writing in accordance with this Section 2.9(b), if applicable). If Tenant timely disputes the Proposed First Offer Rent, then Tenant’s First Offer Exercise Notice nevertheless shall be irrevocable and binding and Tenant shall be bound by the exercise of its Right of First Offer, but the dispute shall be resolved by arbitration as provided in Section 2.8(c) above. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its Right of First Offer, if at all, with respect to all of the particular Offer Space offered by Landlord to Tenant at any particular time, pursuant to a First Offer Notice, and Tenant may not elect to lease only a portion of such Offer Space. Time is of the essence with respect to the giving of any First Offer Exercise Notice.

(c) First Offer Rent. The annual Rent payable by Tenant for the Offer Space leased by Tenant (the “First Offer Rent”) shall be equal to one hundred percent (100%) of the annual Fair Market Value of the Offer Space as of the date that Tenant gives a First Offer Exercise Notice (which date shall be the “Calculation Date” with respect to the First Offer Space).

(d) Construction in First Offer Space. Subject to any Concessions granted to Tenant in accordance with Section 2.8(b) above for the First Offer Space, Tenant shall accept the Offer Space in its “as is” condition, and the construction of improvements in the Offer Space shall comply with the terms of Article 5 of this Lease. The terms of the Tenant Work Letter shall not apply to the construction of any improvements in the Offer Space. Notwithstanding any provision to the contrary set forth herein, (a) Tenant, its contractors and agents shall not be charged for, directly or indirectly, restrooms, water, electricity, HVAC usage, loading dock usage or passenger or freight elevator usage during Ordinary Business Hours, or personnel costs incurred in connection with the provision of such services and utilities, used in connection with the design and construction of such initial improvements and Tenant’s initial move into such Offer Space, and (b) Tenant shall not be responsible for any construction supervision fee to Landlord or for Landlord’s out-of-pocket costs incurred in connection with such construction except for any third party review costs that may be incurred by Landlord in connection with any Specially Alterations requested by Tenant.

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(e) Amendment to Lease. If Tenant timely exercises the Right of First Offer as set forth herein, Landlord and Tenant shall as soon as reasonably practicable thereafter execute a lease amendment (the “ROFO Amendment”) for such Offer Space upon the terms and conditions as set forth in the First Offer Notice and this Section 2.9; provided, however, an otherwise valid exercise of the right of first offer shall be fully effective whether or not a lease amendment is executed. Tenant shall commence payment of Rent for the Offer Space, and the term of the Offer Space (the “First Offer Term”) shall commence upon that date (the “First Offer Commencement Date”) as is set forth in the First Offer Notice, or as otherwise determined as part of the determination of Fair Market Value of the Offer Space in accordance with Section 2.8(b) above, and shall terminate coterminously with the expiration or earlier termination of this Lease. Landlord shall use reasonable efforts to deliver the Offer Space to Tenant on the ROFO Target Delivery Date; provided, however, if Landlord is unable to deliver possession of the Offer Space to Tenant on the ROFO Target Delivery Date for any reason whatsoever, neither the Lease nor Tenant’s obligation to lease the Offer Space hereunder shall be void or voidable, nor shall any such delay in delivery of possession of the Offer Space operate to extend the Term with respect to the Offer Space or the balance of the Premises, or amend the First Offer Commencement Date or Tenant’s other obligations with respect to the Offer Space or under the Lease.

(f) Termination of Right of First Offer. The rights contained in this Section 2.9 shall be personal to the Original Tenant or its Affiliate Assignee (and not any other assignee, or any sublessee or other transferee of Original Tenant’s interest in this Lease) if the Lease then remains in full force and effect and if the Original Tenant or its Affiliate Assignee is leasing at least fifty percent (50%) of the entire Premises initially leased hereunder, as the same may be expanded, whether pursuant to this Section 2.9, Section 2.10 below or otherwise (but not as the same reduced pursuant to Section 2.11 below or otherwise). The Right of First Offer granted herein shall terminate as to any particular Offer Space upon the exercise by Tenant of, or the failure by Tenant to exercise (subject to the terms of Section 2.9(b) above), its Right of First Offer with respect to such Offer Space as offered by Landlord. Subject to the terms of Section 2.9(e) above, the Right of First Offer granted herein shall terminate as to all First Offer Space and thereafter shall be of no further force or effect on the date that is three (3) years prior to the expiration of the initial Term of this Lease. Tenant shall have the right to lease any Offer Space as provided in this Section 2.9, only if, as of the date of the attempted exercise of any Right of First Offer by Tenant, or, at Landlord’s option, as of the scheduled date of delivery of such Offer Space to Tenant, (i) no monetary or material non-monetary default under this Lease shall have occurred and be continuing hereunder beyond any applicable notice and cure period provided under this Lease, (ii) Original Tenant or its Affiliate Assignee is leasing at least fifty percent (50%) of the entire Premises initially leased hereunder, as the same may be expanded, whether pursuant to this Section 2.9, Section 2.10 below or otherwise (but not as the same reduced pursuant to Section 2.11 below or otherwise), and (iii) there are at least three (3) years remaining in the Term.

Section 2.10 Expansion Space. Pursuant to the terms of this Section 2.10, Landlord hereby grants to the Original Tenant and any Affiliate Assignee the right on two (2) occasions during the Term to lease additional space in the Building upon the terms and conditions set forth in this Section 2.10 and this Lease (each an “Expansion Option”).

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(a) Expansion Space/Delivery Periods. Original Tenant or an Affiliate Assignee only (and not any other assignee, sublessee or other Transferee of Tenant’s interest in this Lease) shall have the right to lease the “Expansion Space,” as that term is defined below, at the times set forth in this Section 2.10(a) and in the manner as set forth in this Section 2.10. The term “Expansion Space,” as used in this Lease, shall refer, individually or collectively, as the context may require, to “Expansion Space 1” and “Expansion Space 2,” respectively, as those terms are defined below. As used herein, “Additional Space” shall mean any particular Expansion Space or Offer Space, as applicable. The time period during which Landlord shall deliver any Expansion Space to Tenant shall be referred to as the “Delivery Period.”

Expansion Space	Delivery Period
A. A minimum of 7,000 and up to a maximum of 11,000 contiguous rentable square feet of space located on the fourteenth (14th) or fifteenth (15th) floor of the Building, the precise amount of and the location of which Expansion Space shall be designated by Landlord (“Expansion Space 1”).	Any time from the first day of the forty-ninth (49th) full calendar month of the initial Term and no later than the expiration of the sixtieth (60th) full calendar month of the initial Term.
B. A minimum of 7,000 and up to a maximum of 11,000 contiguous rentable square feet of space located on the fourteenth (14th) or fifteenth (15th) floor of the Building, the precise amount of and the location of which Expansion Space shall be designated by Landlord (“Expansion Space 2”).	Any time from the first day of the eighty-fifth (85th) full calendar month of the initial Term and no later than the expiration of the ninety-sixth (96th) full calendar month of the initial Term.

(b) Method of Exercise. Each Expansion Option shall be exercised, if at all, only by the Original Tenant only or any Affiliate Assignee and only in the following manner: (a) not more than eighteen (18) months nor less than twelve (12) months prior to the commencement of the applicable Delivery Period, Tenant shall deliver written notice to Landlord (an “Expansion Request Notice”) stating that Tenant is interested in exercising the applicable Expansion Option and requesting an “Expansion Delivery Notice,” as that term is defined below; (b) Landlord, after receipt of Tenant’s Expansion Request Notice, shall deliver written notice (the “Expansion Delivery Notice”) to Tenant not less than ten (10) months prior to the first day of the commencement of the applicable Delivery Period, setting forth Landlord’s then current good faith determination of the amount of and location of such Expansion Space (which shall be subject to the terms of Section 12.10(c) below) and Landlord’s then current good faith estimate of the approximate date of delivery of such Expansion Space; in which event Landlord and Tenant thereafter shall negotiate and attempt to agree, using their respective good faith efforts, upon the annual Fair Market Value of the applicable Expansion Space for the applicable Expansion Term (provided that neither party shall be bound by any proposals or information given to the other party during such negotiations in the event that the Fair Market Value is determined by arbitration in accordance with Section 2.8(c) above; and (c) if Tenant desires to exercise Tenant’s Expansion Option, then Tenant shall exercise such option by delivering irrevocable written notice thereof to Landlord (an “Expansion Exercise Notice”) on or before the date which is nine (9) months prior to the commencement of the Delivery Period for the applicable Expansion Space (whether or not Landlord and Tenant have reached agreement upon the Fair Market Value of the applicable Expansion Space for the applicable Expansion Term); provided that, if Landlord and Tenant theretofore have not reached agreement in writing upon the Fair Market Value of the applicable

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Expansion Space for the applicable Expansion Term, then the Expansion Exercise Notice nevertheless shall be irrevocable and binding (except as otherwise expressly provided in this Section 2.10); however, in such instance, Landlord, at any time after its receipt of the Expansion Exercise Notice, may deliver written notice to Tenant (an “Expansion Rent Notice”) advising Tenant of Landlord’s determination of Fair Market Value for the applicable Expansion Space for the applicable Expansion Term. If Tenant desires to dispute the Expansion Rent Notice and have such dispute resolved by arbitration, then Tenant must deliver written notice to Landlord (an “Expansion Arbitration Notice”) within ten (10) Business Days after Tenant’s receipt of the Expansion Rent Notice, which Expansion Arbitration Notice must demand that the Fair Market Value of the applicable Expansion Space for the applicable Expansion Term be resolved by arbitration as provided in Section 2.8(c) above. If Tenant fails to timely deliver the Expansion Arbitration Notice, then the Rent for the applicable Expansion Space for the applicable Expansion Term shall be as set forth in the Expansion Rent Notice. If Tenant timely delivers the Expansion Arbitration Notice, then Landlord shall not be bound by the Rent set forth in the Expansion Rent Notice during arbitration in accordance with Section 2.8(c) above. If at any time Landlord and Tenant reach a written agreement upon the Fair Market Value of the applicable Expansion Space during the applicable Expansion Term, then the Rent for such Expansion Space during such Expansion Term shall be such agreed upon Fair Market Value.

(c) Delivery of Expansion Space. If Tenant exercises a particular Expansion Right, then Landlord shall use commercially reasonable, good faith efforts to deliver the applicable Expansion Space to Tenant during the applicable Delivery Period. Notwithstanding the foregoing, if at any time Landlord reasonably determines that Landlord will be unable to deliver the applicable Expansion Space to Tenant during the applicable Delivery Period, then Landlord shall have the following rights, either or both of which may be exercised by delivery of written notice to Tenant: (a) Landlord shall have the right to extend such Delivery Period by no more than six (6) months; and/or (b) Landlord shall have the right to substitute the applicable Expansion Space described in the Expansion Delivery Notice for another space containing a minimum of 7,000 and up to a maximum of 11,000 contiguous rentable square feet of space located on the fourteenth (14th) or fifteenth (15th) floor of the Building (in which case, if the Fair Market Value of the previously identified Expansion Space has already been determined, then it shall be divided by the rentable square footage of such previously identified Expansion Space and such amount shall be multiplied by the rentable square footage of the substitution Expansion Space, which product shall be the Expansion Rent).

(d) Expansion Rent. The annual Rent payable by Tenant for any applicable Expansion Space leased by Tenant (the “Expansion Rent”) shall be equal to one hundred percent (100%) of the annual Fair Market Value of such Expansion Space as of the date that Tenant gives the applicable Expansion Exercise Notice (which date shall be the “Calculation Date” with respect to such Expansion Space). As used herein, “Additional Space Rent” shall mean Expansion Rent or First Offer Rent, as applicable.

(e) Construction in Expansion Space. Subject to any Concessions granted to Tenant in accordance with Section 2.8(b) above for any applicable Expansion Space, Tenant shall accept such Expansion Space in its “as is” condition, and the construction of improvements in such Expansion Space shall comply with the terms of Article 5 of this Lease. The terms of the Tenant Work Letter shall not apply to the construction of any improvements in the Expansion Space. Notwithstanding any provision to the contrary set forth herein, (a) Tenant, its contractors and agents shall not be charged for, directly or indirectly, restrooms, water, electricity, HVAC usage, loading dock usage or passenger or freight elevator usage during Ordinary Business Hours, or personnel costs incurred in connection with the provision of such services and utilities,

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used in connection with the design and construction of such initial improvements and Tenant’s initial move into such Expansion Space, and (b) Tenant shall not be responsible for any construction supervision fee to Landlord or for Landlord’s out-of-pocket costs incurred in connection with such construction except for any third party review costs that may be incurred by Landlord in connection with any Specially Alterations requested by Tenant.

(f) Amendment to Lease. If Tenant timely exercises an Expansion Option as set forth herein, Landlord and Tenant shall as soon as reasonably practicable thereafter execute a lease amendment (the “Expansion Amendment”) for such Expansion Space upon the terms and conditions as set forth in the Expansion Delivery Notice and this Section 2.10; provided, however, an otherwise valid exercise of an Expansion Option shall be fully effective whether or not a lease amendment is executed. Tenant shall commence payment of Rent for the applicable Expansion Space, and the term of such Expansion Space (the “Expansion Term”) shall commence upon the date (the “Expansion Commencement Date”) that Landlord tenders possession of such Expansion Space to Tenant, or as otherwise determined as part of the determination of Fair Market Value of the applicable Expansion Space in accordance with Section 2.8(b) above, and shall terminate coterminously with the expiration or earlier termination of this Lease. As used herein, “Additional Space Term” shall mean any particular Expansion Term or First Offer Term, as applicable, and “Additional Space Commencement Date” shall mean any particular Expansion Commencement Date or First Offer Commencement Date, as applicable. Landlord shall use reasonable efforts to deliver the Expansion Space to Tenant on the dated set forth in the Expansion Delivery Notice; provided, however, if Landlord is unable to deliver possession of the Expansion Space to Tenant on any particular date for any reason whatsoever, neither the Lease nor Tenant’s obligation to lease the Expansion Space hereunder shall be void or voidable, nor shall any such delay in delivery of possession of the Expansion Space operate to extend the Term with respect to the Expansion Space or the balance of the Premises, or amend the Expansion Commencement Date or Tenant’s other obligations with respect to the Expansion Space or under the Lease.

(g) Termination of Expansion Option. The rights contained in this Section 2.10 shall be personal to the Original Tenant or its Affiliate Assignee (and not any other assignee, or any sublessee or other transferee of Original Tenant’s interest in this Lease) if the Lease then remains in full force and effect and if the Original Tenant or its Affiliate Assignee is leasing at least fifty percent (50%) of the entire Premises initially leased hereunder, as the same may be expanded, whether pursuant to this Section 2.10, Section 2.9 above or otherwise (but not as the same reduced pursuant to Section 2.11 below or otherwise). Each Expansion Option granted herein shall terminate upon the exercise by Tenant of, or the failure by Tenant to exercise, such Expansion Option. In addition, any unexercised Expansion Option shall terminate upon delivery by Tenant to Landlord of a “Contraction Notice,” as that term is defined in Section 2.11 below. Tenant shall have the right to lease any Expansion Space as provided in this Section 2.10, only if, as of the date of the attempted exercise of either Expansion Option by Tenant, or, at Landlord’s option, as of the scheduled date of delivery of such Expansion Space to Tenant, (i) no monetary or material non-monetary default under this Lease shall have occurred and be continuing hereunder beyond any applicable notice and cure period provided under this Lease, and (ii) Original Tenant or its Affiliate Assignee occupies at least fifty percent (50%) of the entire Premises initially leased hereunder, as the same may be expanded, whether pursuant to this Section 2.10, Section 2.9 above or otherwise (but not as the same reduced pursuant to Section 2.11 below or otherwise).

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Section 2.11 Contraction Option. Subject to the terms of this Section 2.11, Original Tenant and any Affiliate Assignee shall have the one-time right (the “Contraction Option”) to terminate Tenant’s lease of the portion of the Premises comprised of the entire sixteenth (16th) floor of the Building (the “Contraction Space”) effective as of the date set forth in Tenant’s Contraction Notice (defined below), provided that such date must be no earlier than the last day of the ninety-sixth (96th) full calendar month of the initial Term (the date so specified by Tenant, the “Contraction Date”), upon prior written notice to Landlord (the “Contraction Notice”) irrevocably exercising the Contraction Option given at least one (1) year prior to the Contraction Date. Within thirty (30) days of the Contraction Date, as consideration for (and, at Landlord’s sole election, as a condition precedent to) such early termination, and as an irrevocable covenant by Tenant (which shall be effective upon Tenant’s delivery of the Contraction Notice and which shall survive the expiration or earlier termination of this Lease), Tenant shall pay to Landlord a termination fee (the “Contraction Fee”) equal to the sum of (A) the unamortized cost (as of the Contraction Date) of the aggregate of (1) the brokerage commissions paid by Landlord in connection with this Lease to Tenant’s Broker and Landlord’s Agent, (2) the portion of the Tenant Improvement Allowance applicable to the Contraction Space (i.e., the total Tenant Improvement Allowance actually funded by Landlord, divided by the aggregate rentable area of the Premises, and multiplied by the rentable area of the Contraction Space), and (3) the portion of the Rent Abatement applicable to the Contraction Space (i.e., the total Rent Abatement actually granted by Landlord, divided by the aggregate rentable area of the Premises, and multiplied by the rentable area of the Contraction Space), and (B) an amount equal to $395,895.50 (i.e., three (3) months monthly Fixed Rent for the Contraction Space during Lease Year 7). For purposes of clause (A) above, the amortization shall be computed on a straight line basis over the period commencing on the first day of the Term and ending on the Expiration Date, with interest at the (non-compounded) rate of 6% per annum. Time is of the essence with respect to the delivery of any Contraction Notice and the Contraction Fee. Tenant shall not be entitled to exercise the Contraction Option if, at the time of Landlord’s receipt of the Contraction Notice, a monetary or material non-monetary default under this Lease shall have occurred and be continuing hereunder beyond any applicable notice and cure period provided under this Lease. Provided Tenant properly exercises (and is entitled to exercise) the Contraction Option in accordance with the terms of this Section 2.11, then, effective as of the Contraction Date, the lease of the Contraction Space shall automatically terminate and be of no further force or effect, and Landlord and Tenant shall be relieved of their respective obligations under this Lease with respect to the Contraction Space, except for those obligations of either party set forth in this Lease with respect to the period of Tenant’s tenancy of the Contraction Space through the Contraction Date and such obligations of either party which specifically survive the expiration or earlier termination of this Lease, including, without limitation, the parties’ respective indemnity obligations, Tenant’s obligation to pay all amounts owed by Tenant under this Lease with respect to the Contraction Space up to and including the Contraction Date (including, without limitation, the Contraction Fee), and refunds due to Tenant from Landlord for any overpayments of Tenant’s Proportionate Share of Operating Expenses or Taxes. The Contraction Option shall be personal to the Original Tenant or its Affiliate Assignee (and not any other assignee, or any sublessee or other transferee of Original Tenant’s interest in this Lease).

ARTICLE 3

USE AND OCCUPANCY

Tenant shall use and occupy the Premises for the Permitted Uses and for no other purpose. Tenant shall not use or occupy or permit the use or occupancy of any part of the Premises in a manner constituting a Prohibited Use. Tenant further covenants and agrees that Tenant shall not use, or suffer or permit any person or persons to use, the Premises or any part thereof for any use or purpose contrary to the provisions of the Rules and Regulations set forth in Exhibit F, attached hereto, or in violation of any applicable Requirements. Tenant shall not do or permit anything to be done in or about the Premises, (including, without limitation, the installation

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or use of any Alterations (defined in Section 5.1, below), Equipment (defined in Section 5.7, below) or any other furniture, fixture and equipment, or Supplemental HVAC Systems (defined in Section 10.13, below) in the Premises), which will in any way damage the reputation of the Building, be offensive or objectionable to Landlord or other occupants of the Building, or obstruct or interfere with the rights of other tenants or occupants of the Building, or injure or annoy them by reason of noise, odors, or vibrations. If Tenant uses the Premises for a purpose constituting a Prohibited Use, violating any Requirement or the terms of this Article 3, or causing the Project to be in violation of any Requirement or the terms of this Article 3, then Tenant shall promptly discontinue such use upon notice of such violation. Tenant, at its expense, shall procure and at all times maintain and comply with the terms and conditions of all licenses and permits required for the lawful conduct of the Permitted Uses in the Premises.

ARTICLE 4

DELIVERY OF PREMISES; CONDITION OF THE PREMISES

Section 4.1 Delivery of Premises; “As-Is” Condition. Landlord shall tender possession of the Premises to Tenant on the Delivery Date for purposes of allowing Tenant to construct the Tenant Improvements (it being acknowledged by Tenant that certain Landlord Work may not be Substantially Completed by such date and that Landlord shall be obligated to complete the Landlord Work in accordance with Section 1 of the Tenant Work Letter). Except as otherwise specifically provided in this Lease and the Tenant Work Letter, Tenant agrees (a) to accept possession of the Premises in the condition existing on the Commencement Date “as is”, and (b) that Landlord has no obligation to perform any work, supply any materials, incur any expense or make any alterations or improvements to prepare the Premises for Tenant’s occupancy. Tenant’s occupancy of any part of the Premises for the conduct of its business shall be conclusive evidence, as against Tenant, that Landlord has Substantially Completed any work to be performed by Landlord under this Lease, Tenant has accepted possession of the Premises in its then current condition and at the time such possession was taken, and the Premises and the Project were in a good and satisfactory condition as required by this Lease; provided that the foregoing shall not alter or modify Landlord’s ongoing repair and maintenance obligations set forth in this Lease.

Section 4.2 Building Systems; Title 24 Compliance. Notwithstanding anything set forth in Section 4.1, above, to the contrary, Landlord shall (i) cause the Building Systems and the Common Areas to be in good working condition and repair upon the delivery of the Premises to Tenant, and (ii) provide a path of travel to the Premises through the Common Areas that complies with applicable Requirements (including, without limitation, Title 24, Part 6, California Code of Regulations and the American with Disabilities Act of 1990 (as amended or supplemented, the “ADA”)) as of the Commencement Date. The foregoing shall not be deemed to require Landlord to replace any of the Building Systems, existing lighting, HVAC and/or portions of the ceiling within the Premises, as opposed to repairing any of the same. If it is determined during the first ninety (90) days of the Term that any of the Building Systems, existing lighting, HVAC or portions of the ceiling within the Premises were not in good working condition and repair as of the date of Landlord’s delivery of the Premises to Tenant, Landlord shall not be liable to Tenant for any damages, but as Tenant’s sole remedy, Landlord, at no cost to Tenant, shall promptly perform such work or take such other action as may be necessary to place the same in good working condition and repair. To the extent required in order to allow Tenant to obtain a certificate of occupancy, or its legal equivalent, for the Premises for the Permitted Uses, Landlord shall cause the Common Areas and the Premises to comply with applicable Requirements, which were enacted and enforced as of the Effective Date.

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ARTICLE 5

ALTERATIONS

Section 5.1 Tenant’s Alterations. Tenant shall have the right, without Landlord’s prior written consent, but upon five (5) Business Days prior written notice to Landlord (which notice shall contain a description of the contemplated work), to make strictly cosmetic, non-structural additions and alterations, such as painting, wall coverings and floor coverings, to the Premises that (i) do not involve the expenditure of more than Fifty Thousand and No/100 Dollars ($50,000.00) in the aggregate in any twelve (12) month period, and (ii) do not contain a Design Problem (defined below) (the foregoing additions and alterations described in this sentence are collectively referred to herein as “Decorative Alterations”). Except in connection with Decorative Alterations, Tenant shall not make any alterations, additions or other physical changes in or about the Premises (collectively, “Alterations”), without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, that it shall be deemed reasonable for Landlord to withhold its consent to any Alterations (including the Tenant Improvements) that contain a Design Problem. A “Design Problem” is defined as and will be deemed to exist if any Alterations (including the Tenant Improvements) (i) are structural or adversely affect any Building Systems, (ii) are visible from outside of the Premises or affect the exterior appearance of the Building, (iii) affect the certificate of occupancy issued for the Building or the Premises, (iv) violate any Requirement, and/or (v) unreasonably interfere with any other occupant’s normal and customary office operations in the Building. Landlord shall, at the time Landlord approves of any Alterations, designate whether such Alterations constitute Specialty Alterations. If Landlord shall fail to respond to Tenant’s notice requesting Landlord’s consent to contemplated Alterations within seven (7) Business Days following Landlord’s receipt of such request and all applicable Plans (as defined in Section 5.1(b) below) therefor, then Tenant may deliver a second written notice to Landlord requesting Landlord’s consent to such contemplated Alterations (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO RESPOND TO THIS LETTER WITHIN THREE (3) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT’S REQUEST FOR LANDLORD’S APPROVAL OF THOSE CERTAIN ALTERATIONS DESCRIBED IN THIS LETTER SHALL BE DEEMED TO BE APPROVED BY LANDLORD”), and if Landlord thereafter fails to respond to Tenant within three (3) Business Days after Landlord’s receipt of such second notice, Landlord shall be deemed to have consented to the Alterations described in such notice. Notwithstanding any provision to the contrary contained in the Lease or this Article 5, the design and construction of the initial Tenant Improvements in the Premises shall be governed by the terms of the Tenant Work Letter, and not the terms of this Section 5.1 or Section 5.2 below.

(a) Plans and Specifications. Prior to making any Alterations, Tenant, at its expense, shall (i) submit to Landlord for its approval, detailed plans and specifications (“Plans”) of each proposed Alteration (other than Decorative Alterations), and with respect to any Alteration affecting any Building System, evidence that the Alteration has been designed by, or reviewed and approved by, Landlord’s designated engineer for the affected Building System, (ii) obtain all permits, approvals and certificates required by any Governmental Authorities, (iii) furnish to Landlord duplicate original policies or certificates of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration) and commercial general liability (including property damage coverage) and business auto insurance and Builder’s Risk coverage (as described in Article 11) all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord, Landlord’s Agent, any Lessor and any Mortgagee (provided that Tenant has received written notice from Landlord containing the name and address of the same) as additional insureds, and (iv) furnish to

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Landlord reasonably satisfactory evidence of Tenant’s ability to complete and to fully pay for such Alterations (other than Decorative Alterations). Landlord may as a condition to its consent to any Alterations require that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code Section 55.53.

(b) Governmental Approvals. Tenant, at its expense, shall, as and when required, promptly obtain certificates of partial and final approval of such Alterations required by any Governmental Authority and shall furnish Landlord with copies thereof, together with “as-built” Plans for such Alterations prepared on an AutoCAD Computer Assisted Drafting and Design System (or such other system or medium as Landlord may accept), using naming conventions issued by the American Institute of Architects in June, 1990 (or such other naming conventions as Landlord may accept) and magnetic computer media of such record drawings and specifications translated in DFX format or another format acceptable to Landlord.

Section 5.2 Manner and Quality of Alterations. All Alterations shall be performed (a) in a good and workmanlike manner and free from defects, (b) substantially in accordance with the Plans, and by contractors approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed (provided that Tenant shall only utilize for purposes of mechanical, electrical, structural, sprinkler, fire and life safety work those contractors as specifically designated by Landlord provided that the fees charged by such designated contractors are reasonably cost competitive with fees charged for comparable work by contractors with a comparable reputation and level of experience), (c) in compliance with all Requirements, the terms of this Lease and all written construction procedures and regulations then reasonably prescribed by Landlord (provided that Tenant has received a copy of the same), and (d) at Tenant’s expense. All materials and equipment shall be of first quality and at least equal to the applicable standards for the Office Project then established by Landlord, and no such materials or equipment (other than Tenant’s Property) shall be subject to any lien or other encumbrance. Upon completion of any Alterations hereunder, Tenant shall provide Landlord with copies of proof of payment for all labor and materials, and final unconditional waivers of lien from all contractors, subcontractors, materialmen, suppliers and others having lien rights with respect to such Alterations, in the form prescribed by California law in order to prevent a lien from attaching to the Project. In addition, Tenant shall cause a Notice of Completion to be recorded in the Office of the Recorder of the county in which the Project is located in accordance with Section 8182 of the Civil Code of the State of California or any successor statute.

Section 5.3 Removal of Tenant’s Property. Tenant’s Property shall remain the property of Tenant and Tenant may remove the same at any time on or before the Expiration Date. On or before the Expiration Date, Tenant shall, unless otherwise directed by Landlord in accordance with Section 5.1 above, at Tenant’s expense, remove any Specialty Alterations and close up any slab penetrations in the Premises. Upon Tenant’s express written request making specific reference to this Section 5.3, Landlord shall advise Tenant at the time of Landlord’s approval of any of the initial Tenant Improvements or any Alterations, whether Landlord will require the removal of any such initial Tenant Improvements or Alterations, as the case may be, to their previous condition upon the expiration or sooner termination of this Lease. If Landlord requires Tenant to restore any such initial Tenant Improvements or Alterations as provided in the preceding sentence, then such initial Tenant Improvements or Alterations shall constitute Specialty Alterations and shall be removed by Tenant as otherwise provided in this Lease with respect to Specialty Alterations. If, at the time Tenant requests Landlord’s approval of any initial Tenant Improvements or Alterations, Tenant fails to specifically request Landlord’s determination of whether Landlord will require the removal of any

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such initial Tenant Improvements or Alterations, then such initial Tenant Improvements or Alterations shall be deemed to constitute Specialty Alterations. Tenant shall repair and restore, in a good and workmanlike manner, any damage to the Premises or the Project caused by Tenant’s removal of any Alterations or Tenant’s Property or by the closing of any slab penetrations, and upon an Event of Default thereof, Tenant shall reimburse Landlord for Landlord’s cost of repairing and restoring such damage. Any Specialty Alterations or Tenant’s Property (other than any data or telephone cabling installed in the Premises by Tenant, which shall be subject to Section 18.1 below) not so removed shall be deemed abandoned and Landlord may retain or remove and dispose of same, and repair and restore any damage caused thereby, at Tenant’s cost and without accountability to Tenant. All other Alterations shall become Landlord’s property upon termination of this Lease.

Section 5.4 Mechanic’s Liens. Tenant, at its expense, shall discharge any lien or charge recorded or filed against the Project in connection with any work done or claimed to have been done by or on behalf of, or materials furnished or claimed to have been furnished to, Tenant, within 10 days after Tenant’s receipt of notice thereof by payment, filing the bond required by law or otherwise in accordance with applicable Requirements.

Section 5.5 Labor Relations. Tenant shall not employ, or permit the employment of, any contractor, mechanic or laborer, or permit any materials to be delivered to or used in the Building, if, in Landlord’s reasonable judgment, such employment, delivery or use is reasonably likely to interfere or cause any material conflict with other contractors, mechanics or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. If such interference or conflict occurs, upon Landlord’s request, Tenant shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.

Section 5.6 Tenant’s Costs. Tenant shall pay to Landlord, upon demand, all reasonable out-of-pocket costs actually incurred by Landlord in connection with Landlord’s review of the Alterations (including review of requests for approval thereof) by outside third parties, which third party review shall only be required in connection with Specialty Alterations, if at all. Tenant shall not be obligated to pay to Landlord any administrative fee in connection with any Alterations. At Landlord’s request, Tenant shall deliver to Landlord reasonable supporting documentation evidencing the hard and soft costs incurred by Tenant in designing and constructing any Alterations. Landlord’s out-of-pocket costs incurred in connection with the design andconstruction of the initial Tenant Improvements in the Premises shall be governed by the terms of the Work Letter and not the terms of this Article 5.

Section 5.7 Tenant’s Equipment. Tenant shall provide notice to Landlord prior to moving any heavy machinery, heavy equipment, freight, bulky matter or fixtures (collectively, “Tenant’s Equipment”) into or out of the Building and shall pay to Landlord any costs actually incurred by Landlord in connection therewith. If such Tenant’s Equipment requires special handling, Tenant agrees (a) to employ only persons holding all necessary licenses to perform such work, (b) all work performed in connection therewith shall comply with all applicable Requirements and (c) such work shall be done only during hours designated by Landlord.

Section 5.8 Compliance. The approval of Plans, or consent by Landlord to the making of any Alterations, does not constitute Landlord’s representation that such Plans or Alterations comply with any Requirements or the terms of Article 3 of this Lease (i.e., that the same shall not obstruct or interfere with the rights of other tenants or occupants of the Building, or injure or annoy them by reason of noise, odors, or vibrations). Landlord shall not be liable to Tenant or any other party in

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connection with Landlord’s approval of any Plans, or Landlord’s consent to Tenant’s performing any Alterations, and Tenant’s waiver and indemnity set forth in this Lease shall specifically apply to the Plans or Alterations. If any Alterations made by or on behalf of Tenant require Landlord to make any alterations or improvements to any part of the Project in order to comply with any Requirements following completion of the Landlord Work, Tenant shall pay all costs and expenses incurred by Landlord in connection with such alterations or improvements.

Section 5.9 Floor Load. Tenant shall not place a load upon any floor of the Premises that exceeds fifty (50) pounds per square foot “live load”. Landlord reserves the right to reasonably designate the position of all Equipment which Tenant wishes to place within the Premises, and to place limitations on the weight thereof.

ARTICLE 6

REPAIRS

Section 6.1 Landlord’s Repair and Maintenance. Landlord shall, subject to the terms of Section 8.1(c) below, keep clean, operate, maintain and, except as provided in Section 6.2 hereof, promptly make all necessary repairs (both structural and nonstructural) to (i) the Base Building (which, pursuant to the definition thereof set forth in Exhibit B, includes the mechanical, electrical, plumbing, sanitary, sprinkler, heating, ventilation and air conditioning, security, life-safety, elevator and other service systems or facilities of the Building up to the point of connection of localized distribution to the Premises, subject to the definition of Building Systems set forth in Exhibit B), (ii) the Office Project Common Areas, and (iii) the core restrooms located on any full floors leased by Tenant, in a Class A condition and operating order consistent with the standards applicable to Comparable Buildings. Landlord shall perform any work required under this Section 6.1 in a manner generally consistent with those used by landlords of Comparable Buildings, and Landlord shall use commercially reasonable efforts to minimize interference with Tenant’s business operations during the performance of such work.

Section 6.2 Tenant’s Repair and Maintenance. Subject to the waiver of subrogation set forth in Section 11.2 below, Tenant shall promptly, at its expense and in compliance with Article 5 including, without limitation, the requirement that any repairs affecting any Building System be reviewed and approved by Landlord’s designated engineer for the affected Building System, make all nonstructural repairs to the Premises and the fixtures, equipment and appurtenances therein (including all electrical, plumbing, heating, ventilation and air conditioning, sprinklers and life safety systems in and serving the Premises only, from the point of connection to the Building Systems located on the floors upon which the Premises is located, but excluding portions thereof that constitute the Base Building) (collectively, “Tenant Fixtures”) as and when needed to preserve the Premises in good working order and condition (but such obligation shall not apply to the Base Building except to the extent provided in Section 8.1 below), except for reasonable wear and tear and damage which is Landlord’s obligation to maintain and repair pursuant to the express provisions of this Lease. Subject to the waiver of subrogation set forth in Section 11.2, all damage to the Building or to any portion thereof requiring structural or nonstructural repair caused by or resulting from any act, omission, neglect or improper conduct of a Tenant Party or the moving of Tenant’s Property or Tenant’s Equipment into, within or out of the Premises by a Tenant Party, shall be repaired at Tenant’s expense by (i) Tenant, if the required repairs are not Base Building in nature and do not affect any Building System, or (ii) Landlord, if the required repairs are structural in nature, involve replacement of exterior window glass or affect any Building System or are required to be made to any core restrooms located on any floors leased by Tenant. Notwithstanding the foregoing, Tenant shall be solely responsible for the cost of any repairs to the Tenant Fixtures resulting from any act, omission, neglect or improper conduct of a Tenant Party or the moving of Tenant’s Property or Tenant’s Equipment into, within or out of the Premises by a Tenant Party. All Tenant repairs shall be of good quality utilizing new construction materials.

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Section 6.3 Reserved Rights. Subject to Section 26.25 below, Landlord reserves the right to make all changes, alterations, additions, improvements, repairs or replacements to the Project, including the Building Systems, but excluding the Premises, including changing the arrangement or location of entrances or passageways, doors and doorways, corridors, elevators, stairs, toilets or other Common Areas (collectively, “Work of Improvement”), as Landlord deems necessary or desirable, and to take all materials into the Premises required for the performance of such Work of Improvement, provided that (a) the level of any Building service shall not decrease in any material respect from the level required of Landlord in this Lease as a result thereof (other than temporary changes in the level of such services during the performance of any such Work of Improvement), and (b) Tenant is not deprived of reasonable access to the Premises and the quality of Building access shall not decrease in any material respect from the level required of Landlord in Section 2.1 above during the period of construction of such Work of Improvement. Landlord shall use reasonable efforts to minimize interference with Tenant’s use and occupancy of the Premises and the Building Parking Facility during the performance of such Work of Improvement. Subject to the foregoing, there shall be no Rent abatement (except as otherwise provided in Section 26.25 below) or allowance to Tenant for a diminution of rental value, no actual or constructive eviction of Tenant, in whole or in part, no relief from any of Tenant’s other obligations under this Lease, and no liability on the part of Landlord by reason of inconvenience, annoyance or injury to business arising from Landlord, Tenant or others performing, or failing to perform, any Work of Improvement. For each and every Work of Improvement (but specifically excluding those made in response to a casualty or condemnation in accordance with Section 11.3 or Article 12 below) that is reasonably likely to adversely affect the level of Building services, Tenant’s method or route of access to the Premises, or Tenant’s use and occupancy of the Premises or the operation of Tenant’s business for the Permitted Uses, Landlord shall give Tenant advance written notice of such Work of Improvement describing in reasonable detail the scope of such Work of Improvement and the commercially reasonable measures Landlord intends to take to minimize interference with Tenant’s use and occupancy of the Premises during the performance of such Work of Improvement.

ARTICLE 7

INCREASES IN TAXES AND OPERATING EXPENSES

Section 7.1 Definitions. For the purposes of this Article 7, the following terms shall have the meanings set forth below:

(a) “Assessed Valuation” shall mean the amount for which the Office Project or Project, as the case may be, is assessed by the County Assessor of San Francisco, California, for the purpose of imposition of Taxes.

(b) “Base Operating Expenses” shall mean the Operating Expenses for the Base Year.

(c) “Base Taxes” shall mean the Taxes payable for the Base Year.

(d) “Comparison Year” shall mean each calendar year commencing subsequent to the Base Year.

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(e) “Operating Expenses” shall mean, subject to the Excluded Expenses, the aggregate of all costs and expenses paid or incurred by or on behalf of Landlord in connection with the ownership, operation, repair and maintenance of the Office Project, including (y) the fair market rental value of Landlord’s Building office and (z) the capital repairs, replacements, improvements and other capital costs (collectively, the “Capital Costs”) passed through after the Base Year only if such Capital Costs either (i) are reasonably anticipated and intended to result in a reduction in Operating Expenses (as for example, a labor-saving improvement), provided the amount included in Operating Expenses in any Comparison Year shall not exceed an amount equal to the savings reasonably anticipated to result from the installation and operation of such improvement, and/or (ii) are made during any Comparison Year in compliance with Requirements, except for such Capital Costs to remedy a condition existing prior to the Commencement Date, which a federal, state or municipal governmental authority, if it had knowledge of such condition prior to the Commencement Date, would have then required to be remedied pursuant to the then-current applicable Requirements in their form existing as of the Commencement Date. Such Capital Costs shall be amortized on a straight-line basis (without interest) over the useful life of such Capital Cost item as determined in accordance with sound real estate management and accounting principles, consistently applied and consistent with such principles applied by landlords of the Comparable Buildings, and the amount included in Operating Expenses in any Comparison Year shall be equal to the annual amortized amount. Tenant acknowledges and agrees that the definitions of Office Project and Residential Project shall not be construed to limit Landlord’s ability to pass through to Tenant, as Operating Expenses, shared costs under the Master Declaration which are properly allocated and charged to Landlord by the Master Association in accordance with the Master Declaration to the extent such costs are otherwise permitted to be included in Operating Costs. Operating Expenses shall not include any Excluded Expenses. If during all or part of the Base Year or any Comparison Year, Landlord shall not furnish any particular item(s) of work or service (the cost of which would otherwise constitute an Operating Expense) to any occupiable portions of the Office Project for any reason, then, for purposes of computing Operating Expenses for such period, the amount included in Operating Expenses for such period shall be increased by an amount equal to the costs and expenses that would have been reasonably incurred by Landlord during such period if Landlord had furnished such item(s) of work or service to such portion of the Office Project. In determining the amount of Operating Expenses for the Base Year or any Comparison Year, if less than 95% of the Office Project rentable area is occupied by tenants at any time during any such Base Year or Comparison Year, Operating Expenses that vary based upon occupancy shall be determined for such Base Year or Comparison Year to be an amount equal to the like expenses which would normally be expected to be incurred had such occupancy been 95% throughout the Base Year or such Comparison Year. Further, notwithstanding the foregoing, in no event shall “Controllable Expenses,” as that term is defined, below, for any calendar year following the first full calendar year of the Lease Term, exceed 103% of the Controllable Expenses incurred for the prior calendar year, calculated on a cumulative and compounded basis. For purposes of this Lease, “Controllable Expenses” shall mean (i) the fee charged by the property manager of the Project, (ii) the amount of rent charged to Operating Expenses as rent for the Project management office, and (iii) the costs of janitorial service contracts, security service contracts, landscaping contracts, HVAC maintenance contracts, elevator maintenance contracts, and life safety maintenance contracts. Furthermore, notwithstanding anything contained in this paragraph to the contrary, Controllable Expenses shall not include (A) the cost of union labor, including labor which is not union as of the date of this Lease but which unionizes after the date of this Lease, (B) market-wide labor-rate increases due to, and/or costs incurred as a result of, Unavoidable Delays, and (C) costs incurred to comply with Requirements. Notwithstanding the foregoing, Landlord shall, however, (a) not collect or be entitled to collect Operating Expenses from all of the tenants in the Building in an amount in excess of one hundred percent (100%) of the Operating Expenses actually paid by Landlord in connection with the operation of the Building, (b) make no profit from Landlord’s collections of Operating Expenses, and (c) reduce the amount of the Operating Expenses by any refund or discount received by Landlord in connection with any expenses previously included in Operating Expenses. Notwithstanding the foregoing or any other provision of this Lease to the contrary, Operating Expenses shall be consistently determined and applied during the Term of this Lease.

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(f) “Statement” shall mean a detailed statement in line-item format containing a comparison of (i) Base Taxes and the Taxes for any Comparison Year, and (ii) Base Operating Expenses and the Operating Expenses for any Comparison Year.

(g) “Taxes” shall mean (i) all real estate taxes, assessments, sewer and water rents, rates and charges and other governmental levies, impositions or charges, whether general, special, ordinary, extraordinary, foreseen or unforeseen (including transit taxes, leasehold taxes or taxes based upon the receipt of rent, including gross receipts or sales taxes applicable to the receipt of rent), which may be assessed, levied or imposed upon all or any part of either (A) the Office Project or (B) the Project (in which case the same shall be allocated to the Office Project in accordance with the Master Declaration), and (ii) all expenses (including reasonable attorneys’ fees and disbursements and experts’ and other witnesses’ fees) incurred in contesting any of the foregoing or the Assessed Valuation of the Office Project or Project for a Comparison Year during the Term. Taxes shall not include (x) interest or penalties incurred by Landlord as a result of Landlord’s late payment of Taxes, or (y) franchise, transfer, gift, inheritance, estate or net income taxes imposed upon Landlord. If Landlord is permitted to pay any assessment in annual installments, then (i) such assessment shall be deemed to have been so divided and to be payable in the maximum number of installments permitted by law, and (ii) there shall be deemed included in Taxes for each Comparison Year the installments of such assessment becoming payable during such Comparison Year, together with interest payable during such Comparison Year on such installments and on all installments thereafter becoming due as provided by law, all as if such assessment had been so divided. If at any time the methods of taxation prevailing on the Effective Date shall be altered so that in lieu of or as an addition to the whole or any part of Taxes, there shall be assessed, levied or imposed (1) a tax, assessment, levy, imposition or charge based on the income or rents received from the Office Project or Project, whether or not wholly or partially as a capital levy or otherwise, (2) a tax, assessment, levy, imposition or charge measured by or based in whole or in part upon all or any part of the Office Project or Project and imposed upon Landlord, (3) a license fee measured by the rents, or (4) any other tax, assessment, levy, imposition, charge or license fee however described or imposed, including business improvement district impositions, then all such taxes, assessments, levies, impositions, charges or license fees or the part thereof so measured or based shall be deemed to be Taxes.

Section 7.2 Tenant’s Tax Payment. (a) If the Taxes payable for any Comparison Year exceed the Base Taxes, Tenant shall pay to Landlord Tenant’s Proportionate Share of such excess (“Tenant’s Tax Payment”). For each Comparison Year, Landlord shall furnish to Tenant a statement setting forth Landlord’s reasonable estimate of Tenant’s Tax Payment for such Comparison Year (the “Tax Estimate”). Tenant acknowledges that such amount may be subject to change from time to time. Tenant shall pay to Landlord on the 1st day of each month during such Comparison Year an amount equal to 1/12 of the Tax Estimate for such Comparison Year. If Landlord furnishes a Tax Estimate for a Comparison Year subsequent to the commencement thereof, then (i) until the 1st day of the month following the month in which the Tax Estimate is furnished to Tenant, Tenant shall pay to Landlord on the 1st day of each month an amount equal to the monthly sum payable by Tenant to Landlord under this Section 7.2 during the last month of the preceding Comparison Year, (ii) promptly after the Tax Estimate is furnished to Tenant or together therewith, Landlord shall give notice to Tenant stating whether the installments of Tenant’s Tax

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Estimate previously made for such Comparison Year were greater or less than the installments of Tenant’s Tax Estimate to be made for such Comparison Year in accordance with the Tax Estimate, and (x) if there shall be a deficiency, Tenant shall pay the amount thereof within thirty (30) days after demand therefor, or (y) if there shall have been an overpayment, Landlord shall credit the amount thereof against the next subsequent payments of Rent due hereunder, and (iii) on the 1st day of the month following the month in which the Tax Estimate is furnished to Tenant, and on the 1st day of each month thereafter throughout the remainder of such Comparison Year, Tenant shall pay to Landlord an amount equal to 1/12 of the Tax Estimate. Landlord shall have the right, upon not less than thirty (30) days prior written notice to Tenant, to reasonably adjust the Tax Estimate from time to time during any Comparison Year.

(b) As soon as reasonably practicable after Landlord has determined the Taxes for a Comparison Year, Landlord shall furnish to Tenant a Statement for such Comparison Year. If the Statement shall show that the sums paid by Tenant under Section 7.2(a) exceeded the actual amount of Tenant’s Tax Payment for such Comparison Year, Landlord shall credit the amount of such excess against subsequent payments of Rent due hereunder (or, if the Term has expired, Landlord shall pay such amount to Tenant, net of any sums then owed by Tenant to Landlord, within thirty (30) days after Tenant’s receipt of the Statement). If the Statement for such Comparison Year shall show that the sums so paid by Tenant were less than Tenant’s Tax Payment for such Comparison Year, Tenant shall pay the amount of such deficiency within thirty (30) days after delivery of the Statement to Tenant.

(c) Only Landlord may institute proceedings to reduce the Assessed Valuation of the Office Project or Project and the filings of any such proceeding by Tenant without Landlord’s consent shall constitute an Event of Default. If the Taxes payable for the Base Year are reduced, the Base Taxes shall be correspondingly revised, the Additional Rent previously paid or payable on account of Tenant’s Tax Payment hereunder for all Comparison Years shall be recomputed on the basis of such reduction, and if there shall have been an overpayment by Tenant based on such recomputation, Landlord shall credit the amount thereof against the next subsequent payments of Rent due hereunder (or, if the Term has expired, Landlord shall pay such amount to Tenant, net of any sums then owed by Tenant to Landlord, within thirty (30) days after the date of such recomputation). If Landlord receives a refund of Taxes for any Comparison Year, Landlord shall credit against subsequent payments of Rent due hereunder, an amount equal to Tenant’s Proportionate Share of the refund, net of any expenses incurred by Landlord in achieving such refund, which amount shall not exceed Tenant’s Tax Payment paid for such Comparison Year (or, if the Term has expired, Landlord shall pay such amount to Tenant, net of any sums then owed by Tenant to Landlord, within thirty (30) days after the date of such refund). Landlord shall not be obligated to file any application or institute any proceeding seeking a reduction in Taxes or the Assessed Valuation. The benefit of any exemption or abatement relating to all or any part of the Office Project (or the Office Project’s share of any exemption or abatement relating to all or any part of the Project) shall inure to the benefit of Building tenants on a proportionate basis and Taxes shall be computed by taking into account any such exemption or abatement.

(d) Tenant shall be responsible for any applicable occupancy or rent tax now in effect or hereafter enacted and, if such tax is payable by Landlord, Tenant shall promptly pay such amounts to Landlord, within thirty (30) days after receipt of Landlord’s written notice and commercially reasonable supporting documentation.

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(e) Tenant shall be obligated to make Tenant’s Tax Payment regardless of whether Tenant may be exempt from the payment of any Taxes as the result of any reduction, abatement or exemption from Taxes granted or agreed to by any Governmental Authority, or by reason of Tenant’s diplomatic or other tax-exempt status.

Section 7.3 Tenant’s Operating Payment. (a) If the Operating Expenses payable for any Comparison Year exceed the Base Operating Expenses, Tenant shall pay to Landlord Tenant’s Proportionate Share of such excess (“Tenant’s Operating Payment”). For each Comparison Year, Landlord shall furnish to Tenant a statement setting forth Landlord’s reasonable estimate of Tenant’s Operating Payment for such Comparison Year (the “Expense Estimate”). Tenant acknowledges that such amount may be subject to change from time to time. Tenant shall pay to Landlord on the 1st day of each month during such Comparison Year an amount equal to 1/12 of the Expense Estimate. If Landlord furnishes an Expense Estimate for a Comparison Year subsequent to the commencement thereof, then (i) until the 1st day of the month following the month in which the Expense Estimate is furnished to Tenant, Tenant shall pay to Landlord on the 1st day of each month an amount equal to the monthly sum payable by Tenant to Landlord under this Section 7.3 during the last month of the preceding Comparison Year, (ii) promptly after the Expense Estimate is furnished to Tenant or together therewith, Landlord shall give notice to Tenant stating whether the installments of Tenant’s Operating Payment previously made for such Comparison Year were greater or less than the installments of Tenant’s Operating Payment to be made for such Comparison Year in accordance with the Expense Estimate, and (x) if there shall be a deficiency, Tenant shall pay the amount thereof within thirty (30) days after Tenant receives Landlord’s written demand therefor, or (y) if there shall have been an overpayment, Landlord shall credit the amount thereof against next subsequent payments of Rent due hereunder, and (iii) on the 1st day of the month following the month in which the Expense Estimate is furnished to Tenant, and on the 1st day of each month thereafter throughout the remainder of such Comparison Year, Tenant shall pay to Landlord an amount equal to 1/12 of the Expense Estimate. Landlord shall have the right, upon not less than 30 days prior written notice to Tenant, to reasonably adjust the Expense Estimate from time to time during any Comparison Year.

(b) On or before May 1st of each Comparison Year, Landlord shall furnish to Tenant a Statement for the immediately preceding Comparison Year. If the Statement shows that the sums paid by Tenant under Section 7.3(a) exceeded the actual amount of Tenant’s Operating Payment for such Comparison Year, Landlord shall credit the amount of such excess against next subsequent payments of Rent due hereunder (or, if the Term has expired, Landlord shall pay such amount to Tenant, net of any sums then owed by Tenant to Landlord, within thirty (30) days after Tenant’s receipt of the Statement). If the Statement shows that the sums so paid by Tenant were less than Tenant’s Operating Payment for such Comparison Year, Tenant shall pay the amount of such deficiency within thirty (30) days after delivery of the Statement to Tenant.

Section 7.4 Non-Waiver; Disputes. Landlord’s failure to render any Statement on a timely basis with respect to any Comparison Year shall not prejudice Landlord’s right to thereafter render a Statement with respect to such Comparison Year or any subsequent Comparison Year, nor shall the rendering of a Statement prejudice Landlord’s right to thereafter render a corrected Statement for that Comparison Year. Notwithstanding the foregoing, Tenant shall not be responsible for Taxes or Operating Expenses attributable to any Comparison Year which are first billed to Tenant more than one (1) calendar year after the expiration of the applicable Comparison Year, provided that in any event Tenant shall be responsible for Taxes and Operating Expenses levied by any Governmental Authority or by any public utility companies at any time following the expiration of the applicable Comparison Year which are attributable to such Comparison Year (provided that Landlord delivers to Tenant any such bill for such amounts within one (1) calendar year following Landlord’s receipt of the bill therefor).

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Section 7.5 Proration. If the Commencement Date is not January 1, and provided that the Commencement Date does not occur in the Base Year, Tenant’s Tax Payment and Tenant’s Operating Payment for the Comparison Year in which the Commencement Date occurs shall be apportioned on the basis of the number of days in the year from the Commencement Date to the following December 31. If the Expiration Date occurs on a date other than December 31st, Tenant’s Tax Payment and Tenant’s Operating Payment for the Comparison Year in which such Expiration Date occurs shall be apportioned on the basis of the number of days in the period from January 1st to the Expiration Date. Upon the expiration or earlier termination of this Lease, any Additional Rent under this Article 7 shall be adjusted or paid within 30 days after submission of the Statement for the last Comparison Year. Landlord shall have the right, from time to time, to equitably allocate some or all of the Taxes and/or Operating Expenses for the Office Project among different portions or occupants of the Office Project (the “Cost Pools”), in Landlord’s reasonable discretion. Such Cost Pools may include, but shall not be limited to, the office space tenants of the Office Project and the retail space tenants of the Office Project. The Taxes and/or Operating Expenses allocable to each such Cost Pool shall be allocated to such Cost Pool and charged to the tenants within such Cost Pool in an equitable manner; provided, however, that the implementation of a separate Cost Pool for retail space tenants shall not result in a Cost Pool for office space tenants that includes more Operating Expenses and Taxes than such Cost Pool would otherwise have included had no Cost Pool for retail space tenants been implemented.

Section 7.6 Landlord’s Books and Records. Upon giving Landlord written notice (the “Audit Notice”) no later than one (1) year after receipt of a Statement by Tenant (or, with respect to other regularly recurring Additional Rent charges during the applicable Comparison Year, one (1) year after the expiration of such Comparison Year), Tenant shall have the right, not more than once in any Lease Year, to have a Tenant’s employee, Tenant’s counsel or an independent certified public accountant or lease auditing firm selected and paid for by Tenant on a non-contingency basis (the “Tenant Representative”), inspect Landlord’s records (“Landlord’s Records”) at Landlord’s offices within the Building (or such other location as may be mutually agreed upon by Landlord and Tenant), provided that (i) Tenant and the Tenant Representative shall execute a commercially reasonable confidentiality agreement regarding such inspection, and (ii) Tenant shall not be entitled to such inspection and audit set forth in this Section 7.6 unless no Event of Default exists under this Lease and Tenant has paid all Expense Estimate payments, all amounts required to be paid under the applicable year end Statement of Operating Expenses or Taxes and all Additional Rent then due and payable, as the case may be; provided further that Tenant’s “payment under protest” shall in no way be deemed a waiver of Tenant’s rights under this Section 7.6. Such access shall be provided at reasonable times (but during normal business hours) as soon as reasonably practicable, but no later than sixty (60) days, following Landlord’s receipt of the Audit Notice. Landlord shall use commercially reasonable efforts to cooperate with Tenant and/or the Tenant Representative, including by making Landlord’s personnel available, at Landlord’s sole cost and expense, as is reasonably necessary to assist Tenant and/or the Tenant Representative in connection with the inspection described in this Section 7.6, provided that Landlord may charge Tenant for telephone calls and copies at Landlord’s actual cost. Except as provided herein, Tenant’s failure to provide written notice to Landlord of its intent to inspect Landlord’s records hereunder (the “Inspection Notice”) within one (1) year of Tenant’s receipt of such Statement (or, with respect to other regularly recurring Additional Rent charges during the applicable Comparison Year, one (1) year after the expiration of such Comparison Year) or Tenant’s failure to complete, or cause to be completed, such inspection within ninety (90) days after the commencement thereof (the “Inspection Period”) shall be deemed to be Tenant’s approval of such Statement (or such other regularly recurring Additional Rent charges, if applicable), and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement, any of the Operating Expenses or Taxes for such Comparison Year and such other regularly recurring Additional Rent charges for such Comparison Year, as the case may be. Landlord shall

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provide Tenant with reasonable access to Landlord’s Records as provided in the first sentence of this Section 7.6 above, provided that Tenant shall be entitled to a day-for-day extension of the Inspection Period for each day Landlord fails to provide such access. Notwithstanding the foregoing, in the event that Tenant timely provides an Inspection Notice to Landlord, then Tenant shall proceed with reasonable diligence to perform such inspection as soon as is reasonably practicable. If, as a result of such inspection, Landlord agrees to credit an Overstated Amount (as defined below) against Rent (or Landlord agrees to pay the Overstated Amount to Tenant), then Landlord shall also reimburse Tenant within thirty (30) days after Tenant’s written demand for the internal or third-party cost of the Tenant Representative (which such cost shall not exceed $20,000.00). If, however, after such inspection, Landlord rejects the determination of the Tenant Representative, then a determination as to the proper amount shall be made, at Tenant’s expense (subject to any reimbursement required by this Section), by an independent and impartial certified public accountant (the “Accountant”) mutually agreed to and employed by both Tenant and Landlord, provided that such Accountant shall be a member of a nationally recognized accounting firm and shall not then be employed, nor during the two (2) year period prior to such appointment shall have been employed, by either Landlord or Tenant, or their respective affiliates. If the Accountant determines that Operating Expenses, Taxes or such other regularly recurring Additional Rent charges were overstated (the “Overstated Amount”) by more than three and one-half percent (3.5%), then the Tenant’s reasonable cost of the Accountant, the Tenant Representative and the reasonable cost of such determination shall be paid for by Landlord; otherwise, Tenant shall pay said amounts. Tenant may credit any Overstated Amount (or any Past Overstated Amount (as defined below), if applicable) against Rent next due under this Lease or if the Lease has expired, Landlord shall pay the Overstated Amount to Tenant within thirty (30) days after such determination. If the Accountant determines that Operating Expenses, Taxes or such other regularly recurring Additional Rent charges were understated (the “Understated Amount”), then Tenant shall be entirely responsible for the costs of the Tenant Representative and the reasonable costs of the Accountant and the determination shall be paid for by Tenant, and Tenant shall pay the Understated Amount to Landlord within thirty (30) days after such determination. Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Operating Expenses, Taxes and other regularly recurring Additional Rent charges payable by Tenant shall be as set forth in this Section 7.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Operating Expenses, Taxes and other regularly recurring Additional Rent charges payable by Tenant. The rights to inspect Landlord’s books and records set forth in this Section 7.6 above are personal to Tenant (including any Affiliate Assignee), including any permitted assignee to whom Tenant’s interest in this Lease has been assigned in accordance with the terms of Article 13 below (a “Permitted Assignee”), and may only be exercised by Tenant or its Permitted Assignee (and not any other assignee, or any sublessee or other transferee of Tenant’s interest in this Lease).

Section 7.7 No Reduction in Rent. Notwithstanding anything to the contrary contained herein, in no event shall any decrease in Operating Expenses or Taxes in any Comparison Year below the Base Operating Expenses or Base Taxes, as the case may be, result in a reduction in the Fixed Rent or any component of Additional Rent payable hereunder.

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ARTICLE 8

REQUIREMENTS OF LAW

Section 8.1 Compliance with Requirements.

(a) Tenant’s Compliance. Except to the extent otherwise specifically provided in this Lease, Tenant, at its expense, shall comply with all Requirements applicable to the Premises and/or Tenant’s use or occupancy thereof; provided, however, that Tenant shall not be obligated to comply with any Requirements requiring any repairs or alterations to the Base Building or Common Areas unless the application of such Requirements arises from (i) the specific manner and nature of Tenant’s use or occupancy of the Premises, as distinct from general office use, (ii) except as specifically provided to the contrary in Section 8.1(c) below, Alterations made by Tenant or any other tenant improvements located within the Premises (including the Tenant Improvements, but only to the extent such Tenant Improvements are not of a normal general office use nature), or (iii) a breach by Tenant of any provisions of this Lease. Any such repairs or alterations to the Base Building or Common Areas arising from the foregoing items (i), (ii) and/or (iii) shall be referred to herein as the “Tenant-Triggered Alterations”. Any and all Tenant-Triggered Alterations shall be made at Tenant’s expense (1) by Tenant in compliance with Article 5 if such repairs or alterations are not Base Building or Common Area related and do not affect any Building System, and to the extent such repairs or alterations do not affect areas outside the Premises, or (2) by Landlord if such repairs or alterations are structural or affect any Building System or Common Area, or to the extent such repairs or alterations affect areas outside the Premises. If Tenant obtains actual knowledge of any failure to comply with any Requirements applicable to the Premises, Tenant shall give Landlord prompt notice thereof.

(b) Hazardous Materials. Tenant shall not cause or permit a Tenant Party to cause (i) any Hazardous Materials to be brought into the Project, (ii) the storage or use of Hazardous Materials in or about the Premises, the Building or the Project (subject to the second grammatical sentence of this Section 8.1(b)), or (iii) the escape, disposal or release of any Hazardous Materials within or in the vicinity of the Project. Nothing herein shall be deemed to prevent Tenant’s use of any Hazardous Materials customarily used in the ordinary course of office work or in the construction of leasehold improvements or alterations (but only during the period of Tenant’s performance of such improvements or alterations), provided that in either case such use is in accordance with all Requirements. Tenant shall be responsible, at its expense, for all matters directly or indirectly based on, or arising or resulting from the presence of Hazardous Materials in the Project which is caused by Tenant or a Tenant Party. Tenant shall provide to Landlord copies of all communications received by Tenant with respect to any Requirements relating to Hazardous Materials at the Project, and/or any claims made in connection therewith. Landlord or its agents may perform environmental inspections of the Premises at any time subject to the provisions of Section 14.1 below. Landlord covenants that during the Term, Landlord shall comply with all Requirements relating to Hazardous Materials in accordance with, and as required by, the terms of Article 8 of this Lease. Except as otherwise specifically provided in this Lease, no Tenant or Tenant Party shall bring or keep, or permit to be brought or kept, any foul, noxious, flammable, combustible, or explosive substance of any kind in, on or about such Tenant’s Premises or any other portion of the Building or the Common Areas.

(c) Landlord’s Compliance. Landlord shall comply with (or cause to be complied with) all Requirements applicable to the Common Areas, Base Building and the Office Project which are not the obligation of Tenant, to the extent that non-compliance would (i) prohibit Tenant from obtaining a building permit or obtaining or maintaining a certificate of occupancy for the Premises, (ii) adversely affect the safety of Tenant’s employees or create a health hazard for Tenant’s employees, (iii) materially impair Tenant’s use and occupancy of the Premises for the Permitted Uses, (iv) materially decrease the level of any Building service from the level required of Landlord in this Lease, or (v) materially impair Tenant’s use of and access to the Parking Facility, as provided in this Lease, or Tenant’s exercise of any of its rights under this Lease. All costs incurred by Landlord in connection with this Section 8.1(c) shall be included in Operating Expenses

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to the extent permitted under Section 7.1 of this Lease. Notwithstanding any provision to the contrary contained in this Lease, Landlord shall perform or cause to be performed, at its sole cost and expense (and not as an Operating Expense), any alterations or improvements to the Common Areas and the Base Building to the extent required by a Governmental Authority because such Common Areas and/or Base Building are not or were not then in compliance with applicable Requirements as of the Effective Date.

(d) Landlord’s Insurance. Tenant shall not knowingly cause or permit a Tenant Party to cause any action or condition that would (i) invalidate or conflict with Landlord’s insurance policies or be inconsistent with the written recommendations of any of the issuers of such policies, (ii) violate applicable rules, regulations and guidelines of the Fire Department, Fire Insurance Rating Organization or any other authority having jurisdiction over the Project, (iii) cause an increase in the premiums of insurance for the Project over that payable with respect to Comparable Buildings, or (iv) result in any applicable insurance companies’ refusing to insure the Project or any property therein in amounts and against risks as reasonably determined by Landlord. If insurance premiums increase as a result of Tenant’s failure to comply with the provisions of this Section 8.1, Tenant shall promptly cure such failure and shall reimburse Landlord for the increased insurance premiums paid by Landlord as a result of such failure by Tenant.

Section 8.2 Fire and Life Safety. If the Fire Insurance Rating Organization or any Governmental Authority or any of Landlord’s insurers requires or recommends any modifications and/or alterations be made or any additional equipment be supplied in connection with the sprinkler system or fire alarm and life-safety system serving the Building by reason of the specific manner and/or nature of Tenant’s use or occupancy of the Premises, as distinct from general office use, any improvements in the Premises (including the Tenant Improvements and any Alterations performed by Tenant or the location of the partitions, Tenant’s Property, or other contents of the Premises, Landlord (to the extent outside of the Premises) or Tenant (to the extent within the Premises) shall make such modifications and/or Alterations, and supply such additional equipment, in either case at Tenant’s expense.

Section 8.3 Required Disclosures Related to Accessibility Standards. For purposes of Section 1938(a) of the California Civil Code, Landlord hereby discloses to Tenant, and Tenant hereby acknowledges, that the Premises have not undergone inspection by a person certified as a Certified Access Specialist (CASp). In addition, the following notice is hereby provided pursuant to Section 1938(e) of the California Civil Code: “A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.” In furtherance of and in connection with such notice: (i) Tenant, having read such notice and understanding Tenant’s right to request and obtain a CASp inspection and with advice of counsel, hereby elects not to obtain such CASp inspection and forever waives its rights to obtain a CASp inspection with respect to the Premises, the Building and/or the Project to the extent permitted by applicable Requirements now or hereafter in effect; and (ii) if the waiver set forth in clause (i) hereinabove is not enforceable pursuant to applicable Requirements now or hereafter in effect, then Landlord and Tenant hereby agree as follows (which constitute the mutual agreement of the parties as to the matters described in the last

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sentence of the foregoing notice): (A) Tenant shall have the one-time right to request for and obtain a CASp inspection, which request must be made, if at all, in a written notice delivered by Tenant to Landlord within thirty (30) days after the Commencement Date; (B) any CASp inspection timely requested by Tenant shall be conducted (1) between the hours of 9:00 a.m. and 5:00 p.m. on any Business Day, (2) only after ten (10) days’ prior written notice to Landlord of the date of such CASp inspection, (3) in a professional manner by a CASp designated by Landlord and without any testing that would damage the Premises, the Building or the Project in any way, (4) in accordance with all of the provisions of this Lease applicable to Tenant contracts for construction, and (5) at Tenant’s sole cost and expense, including, without limitation, Tenant’s payment of the fee for such CASp inspection, the fee for any reports and/or certificates prepared by the CASp in connection with such CASp inspection (collectively, the “CASp Reports”) and all other costs and expenses in connection therewith; (C) Landlord shall be an express third party beneficiary of Tenant’s contract with the CASp, and any CASp Reports shall be addressed to both Landlord and Tenant; (D) Tenant shall deliver a copy of any CASp Reports to Landlord within two (2) Business Days after Tenant’s receipt thereof; (E) any information generated by the CASp inspection and/or contained in the CASp Reports shall not be disclosed by Tenant to anyone other than (I) contractors, subcontractors and/or consultants of Tenant, in each instance who have a need to know such information and who agree in writing not to further disclose such information, or (II) any governmental entity, agency or other person, in each instance to whom disclosure is required by applicable Requirements or by regulatory or judicial process; (F) Tenant, at its sole cost and expense, shall be responsible for making any improvements, alterations, modifications and/or repairs to or within the Premises to correct violations of construction-related accessibility standards, including, without limitation, any violations disclosed by such CASp inspection; and (G) if such CASp inspection identifies any improvements, alterations, modifications and/or repairs necessary to correct violations of construction-related accessibility standards relating to those items of the Building and/or the Project located outside the Premises then Tenant shall be responsible for performing any such improvements, alterations, modifications and/or repairs as and to the extent required by applicable Requirements to the extent provided Section 8.1(a) of this Lease and Landlord shall be responsible for performing any such improvements, alterations, modifications and/or repairs as and to the extent required by applicable Requirements to the extent provided in Section 8.1(c) of this Lease.

ARTICLE 9

SUBORDINATION

Section 9.1 In General. This Lease shall be subject and subordinate to all Mortgages and Superior Leases, unless any Mortgagee or Lessor of any such Mortgages and/or Superior Leases, as applicable, require in writing that this Lease be superior thereto. Notwithstanding the foregoing, concurrently with Landlord’s execution and delivery of this Lease to Tenant, Landlord shall obtain for Tenant an SNDA (as hereinafter defined) from Landlord’s existing Mortgagee. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any Mortgage or deed in lieu thereof (or if any Superior Lease is terminated), to attorn to the lienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof (or to the Lessor), if so requested to do so by such purchaser or lienholder or Lessor, and to recognize such purchaser or lienholder or Lessor as the landlord under this Lease. If a Mortgage or Superior Lease is created following the execution of this Lease, then Landlord will use commercially reasonable efforts to cause the Mortgagee under such Mortgage or the Lessor under such Superior Lease, as the case may be, to execute an SNDA in favor of Tenant, and the execution and delivery of such SNDA by such Mortgagee or Lessor shall be a condition precedent to the subordination of this Lease to the lien of such Mortgage or Superior Lease. Within ten (10) days of request from Landlord or a Mortgagee or Lessor, Tenant shall execute an SNDA. As used herein, “SNDA” shall mean a

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commercially reasonable subordination, non-disturbance and attornment agreement in favor of Tenant in the standard form customarily employed by the Mortgagee or Lessor (i) evidencing such attornment, (ii) setting forth the terms and conditions of Tenant’s tenancy, (iii) providing Tenant’s tenancy will not be disturbed in the absence of a default hereunder by Tenant which is not cured within applicable periods of notice and cure hereunder, and (iv) containing such other commercially reasonable terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, materially increase Tenant’s other obligations or materially and adversely affect Tenant’s rights under this Lease. Landlord’s interest herein may be assigned as security at any time to any lienholder. Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the Tenant hereunder in the event of any foreclosure proceeding or sale.

ARTICLE 10

SERVICES

Section 10.1 Electricity. Subject to any Requirements or any public utility rules or regulations governing energy consumption, Landlord shall furnish or cause to be furnished electric current to the Premises for Tenant’s use in accordance with the Design Standards; provided, however, that if it is determined by the use of a Meter (defined below) that Tenant’s electrical usage exceeds an average of 5.0 watts demand load per usable square foot of the Premises (for convenience receptacles) and/or 1.5 watts demand load per usable square foot of the Premises (for lighting) during Ordinary Business Hours, calculated on an annualized basis (“Excess Electrical Usage”), then Landlord shall have the right to charge Tenant an amount equal to the cost of Tenant’s Excess Electrical Usage. Landlord shall have the further right to install, at Landlord’s cost, an electric current meter, sub-meter or check meter in the Premises (a “Meter”) to measure the amount of electric current consumed in the Premises. Tenant shall pay to Landlord, from time to time, but no more frequently than monthly, for its Excess Electrical Usage at the Premises, plus Landlord’s charge equal to five percent (5%) of Tenant’s Excess Electrical Usage for Landlord’s costs of maintaining, repairing and reading such Meter. The rate to be paid by Tenant for submetered electricity shall include any taxes or charges by the utility service provider in connection therewith. The replacement of lamps, starters and ballasts for Building standard lighting fixtures within the Premises shall be provided by Landlord and the cost thereof included in Operating Expenses. Tenant shall bear the cost of replacement of lamps, starters and ballasts for any non-Building standard lighting fixtures within the Premises.

Section 10.2 Excess Electricity. Tenant shall at all times comply with the rules and regulations of the utility company supplying electricity to the Building and, if applicable, the terms of Article 5 of this Lease if any contemplated installations constitute Alterations, subject to (and without diminishing) Tenant’s rights pursuant to Section 10.1. Tenant shall not use any electrical equipment which exceeds the capacity of the electrical equipment serving the Premises as set forth in Exhibit D. If Tenant’s electrical requirements necessitate installation of any additional risers, feeders or other electrical distribution equipment (collectively, “Electrical Equipment”), or if Tenant provides Landlord with evidence reasonably satisfactory to Landlord of Tenant’s need for excess electricity and requests that additional Electrical Equipment be installed, Landlord shall, at Tenant’s expense, install such additional Electrical Equipment, provided that Landlord, in its sole judgment, determines that (a) such installation is practicable and necessary, (b) such additional Electrical Equipment is permissible under applicable Requirements, and (c) the installation of such Electrical Equipment will not cause permanent damage to the Building or the Premises, cause or create a hazardous condition, entail excessive or unreasonable alterations, interfere with or limit electrical usage by other tenants or occupants of the Building or exceed the limits of the switchgear or other facilities serving the Building, or require power in excess of that available from the utility company serving the Building. Any reasonable third-party costs incurred by Landlord in connection therewith shall be paid by Tenant within thirty (30) days after the rendition of a bill therefor.

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Section 10.3 Elevators. Landlord shall provide passenger elevator service to the Premises 24 hours per day, 7 days per week; provided, however, Landlord may limit passenger elevator service during times other than Ordinary Business Hours so long as at least one passenger elevator services the floors on which the Premises are located during said period. Landlord shall provide at least one freight elevator serving the Premises, available upon Tenant’s prior request, on a non-exclusive “first come, first serve” basis with other Office Project tenants, on all Business Days from 7:00 a.m. to 6:00 p.m. and on Saturdays from 9:00 a.m. to 1:00 p.m., which hours of operation are subject to change.

Section 10.4 Heating, Ventilation and Air Conditioning. Landlord shall furnish to the Premises heating, ventilation and air-conditioning (“HVAC”) adequate for normal comfort for normal general office use and consistent with such levels provided to Comparable Buildings, and otherwise in accordance with the Design Standards set forth in Exhibit D during Ordinary Business Hours and on Saturdays from 9:00 a.m. to 1:00 p.m., which hours of operation are subject to change; provided, however, that to the extent Tenant desires that Landlord furnish the Premises with HVAC during such hours on Saturdays, then Tenant shall notify Landlord using the same method as designated by Landlord for the providing of HVAC during Overtime Periods (provided that Landlord’s providing of HVAC during such hours on Saturdays shall not be an Overtime Period and Tenant shall not be separately charged for such HVAC usage). Subject to Article 14 and Section 26.25 of this Lease, Landlord shall have access to all air-cooling, fan, ventilating and machine rooms and electrical closets and all other mechanical installations of Landlord (collectively, “Mechanical Installations”), and Tenant shall not construct partitions or other obstructions which may interfere with Landlord’s access thereto or the moving of Landlord’s equipment to and from the Mechanical Installations. No Tenant Party shall at any time enter the Mechanical Installations or tamper with, adjust, or otherwise affect such Mechanical Installations. Landlord shall not be responsible if the HVAC System fails to provide cooled or heated air, as the case may be, within the interior of the Premises in accordance with the Design Standards by reason of (i) any equipment installed by, for or on behalf of Tenant, which has an electrical load in excess of the average electrical load and human occupancy factors for the HVAC System as designed, or (ii) any rearrangement of partitioning or other Alterations made or performed by, for or on behalf of Tenant. Excluding the Building Standard Mecho Shade Window Coverings (as defined in Schedule 1 to Exhibit C) to be installed by Landlord pursuant to the Tenant Work Letter, Tenant shall install, if missing, blinds or shades on all windows, which blinds and shades shall be subject to Landlord’s approval, and shall keep operable windows in the Premises closed. Tenant agrees that, notwithstanding the proper operation of the HVAC System, Tenant’s failure to replace missing blinds, keep operable windows closed, and, depending on the position of the sun during daylight hours, lower or close the blinds may affect the HVAC System’s ability to meet the Design Standards, and in such event, Landlord shall not be responsible for the HVAC System’s failure to meet the Design Standards. Tenant shall cooperate with Landlord and shall abide by the Rules and Regulations relating to the proper functioning and protection of the HVAC System.

Section 10.5 Overtime Freight Elevators and HVAC. The Fixed Rent does not include any charge to Tenant for the furnishing of any freight elevator service or HVAC to the Premises during any periods other than as set forth in Section 10.3 and Section 10.4 (“Overtime Periods”). If Tenant desires any freight elevator service during Overtime Periods, Tenant shall deliver written notice to the Building office requesting such services at least 24 hours prior to the time Tenant

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requests such services to be provided; provided, however, that Landlord shall use reasonable efforts to arrange such service on such shorter notice as Tenant shall provide. HVAC service during Overtime Periods can be activated, at Tenant’s election, by means of an automated system utilized by Landlord from time to time (which system currently provides activation through the phone or internet). If Landlord furnishes freight elevator service during Overtime Periods, Tenant shall pay to Landlord the cost thereof at the then established rates for such services in the Office Project. If Landlord furnishes HVAC service during Overtime Periods in excess of six hundred twenty-four (624) hours per annum, then Tenant shall pay to Landlord the actual cost thereof, including the cost of the increased wear and tear on existing equipment caused by such excess consumption and a reasonable administrative fee (the current rate for such after-hours HVAC service, including the wear and tear costs and administrative fee, is One Hundred Seven and 18/100 Dollars ($107.18) per hour per floor. For the avoidance of doubt, the parties hereby agree that Tenant will be entitled to 624 hours per annum of HVAC service during Overtime Periods at no additional cost or expense to Tenant and that each of such 624 hours may be used for HVAC service on any or all of the floors comprising the Premises (e.g., Tenant’s request for one hour of HVAC service for the sixteenth (16th) floor only would count as one of the 624 hours, and Tenant’s request for one hour of HVAC service for the entire Premises would also count as one of the 624 hours).

Section 10.6 Cleaning. Landlord shall cause the Premises (including any break rooms, break room and kitchen floors, and shipping or mail rooms, but excluding any appliances and counters used for the storage, preparation or service of food or beverages, and excluding any portions thereof used as an exhibition area or classroom, for storage, as a shipping room, mail room or similar purposes, for private bathrooms, showers or exercise facilities, as a trading floor, or primarily for operation of computer, data processing, reproduction, duplicating or similar equipment and any “Secured Areas”, as defined in Section 14.1(b) below) to be cleaned, substantially in accordance with the standards set forth in Exhibit E. Upon prior reasonable notice to Landlord, any areas of the Premises which Landlord is not required to clean hereunder or which require additional or above-standard cleaning shall be cleaned, at Tenant’s expense, by Landlord’s cleaning contractor, at rates which shall be competitive with rates of other cleaning contractors providing comparable services to Comparable Buildings. Landlord’s cleaningcontractor and its employees shall have access to the Premises at all times except during Ordinary Business Hours on Business Days which are not Observed Holidays, at the request of Tenant or in connection with any emergency.

Section 10.7 Water. Landlord shall provide water in the core lavatories and, provided Tenant constructs the piping and other infrastructure necessary to deliver any water to any Alteration (excluding the initial Tenant Improvements), to such Alterations on each floor of the Office Project. If Tenant requires water for any additional purposes, Tenant shall pay for the cost of bringing water to the Premises and Landlord may install a meter to measure the water. Tenant shall pay the cost of such installation, and for all maintenance, repairs and replacements thereto, and for the reasonable charges of Landlord for the water consumed.

Section 10.8 Refuse Removal. Landlord shall provide refuse removal services at the Office Project for ordinary office refuse and rubbish. Tenant shall pay to Landlord, within thirty (30) days after delivery of an invoice therefor, Landlord’s reasonable charge for such removal to the extent that the refuse generated by Tenant exceeds the refuse customarily generated by general office tenants. Tenant shall not dispose of any refuse in the Common Areas, and if Tenant does so, Tenant shall be liable for Landlord’s reasonable charge for such removal.

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Section 10.9 Signage.

(a) Directory. If and so long as the lobby contains a computerized directory wherein the Building’s tenants shall be listed, Tenant shall be entitled to a proportionate share of such listings, based on the rentable square footage of the Premises. From time to time (but not more frequently than monthly), Landlord shall update the directory to reflect such changes in the listings therein as Tenant shall request. Tenant acknowledges and agrees that Landlord shall have the right to remove any such directory from the Office Project Lobby at any time.

(b) Identification Signage. Tenant shall, at Tenant’s sole cost and expense, be entitled to install and maintain identification signage for the designation of Tenant’s entity name in the elevator lobby of the floors on which the Premises are located and at the entrance to the Premises or any multi-tenant floor (collectively, “Tenant’s Signage”). The location, quality, design, style, lighting and size of Tenant’s Signage shall be consistent with Landlord’s then-current Building standard signage program and all applicable Requirements.

Section 10.10 Telecommunications. If Tenant requests that Landlord grant access to the Building to a telecommunications service provider designated by Tenant for purposes of providing telecommunications services to Tenant, Landlord shall use its good faith efforts to respond to such request within 30 days. Tenant acknowledges that nothing set forth in this Section 10.10 shall impose any affirmative obligation on Landlord to grant such request and that Landlord, in its sole discretion, shall have the right to determine which telecommunications service providers shall have access to Building facilities.

Section 10.11 Risers/Conduit. Subject to Landlord’s rules, regulations, and restrictions and the terms of this Lease and applicable Requirements, Landlord shall permit Tenant, at no additional charge to Tenant, to utilize Tenant’s Share of the existing Building risers, raceways, and shafts available for use by the tenants and occupants of the Building to the extentthere is available space in the Building risers, raceways, and/or shafts for Tenant’s use, which availability shall be determined by Landlord in Landlord’s reasonable discretion, and (ii) Tenant’s requirements are consistent with the requirements of a typical general office user. Tenant may only use Landlord’s riser management vendor for the Building to provide services to Tenant through the use of the Building risers, raceways, and shafts. Landlord shall have the right to dictate the routing of all cabling and conduit in the Property.

Section 10.12 Service Interruptions. Landlord reserves the right to suspend any service when necessary, by reason of Unavoidable Delays, accidents or emergencies, or for any Work of Improvement (subject to Section 6.3 above) which, in Landlord’s reasonable judgment, is necessary or appropriate, until such Unavoidable Delay, accident or emergency shall cease or such Work of Improvement is completed and Landlord shall not be liable for any interruption, curtailment or failure to supply services except as otherwise provided in Section 26.25 below. Landlord shall use reasonable efforts consistent with the landlords of the Comparable Buildings to minimize interference with Tenant’s use and occupancy of the Premises as a result of any such interruption, curtailment or failure of or defect in such service, or change in the supply, character and/or quantity of, electrical service, and to restore any such services, remedy such situation and minimize any interference with Tenant’s business. The exercise of any such right or the occurrence of any such failure by Landlord shall not constitute an actual or constructive eviction, in whole or in part, entitle Tenant to any compensation, abatement or diminution of Rent (except as otherwise provided in Section 26.25 below), relieve Tenant from any of its obligations under this Lease, or impose any liability upon Landlord or any Indemnified Party by reason of inconvenience to Tenant, or interruption of Tenant’s business, or otherwise. Subject toSection 26.25 below, Landlord shall not be liable in any way to Tenant for any failure, defect or interruption of, or change in the supply, character and/or quantity of, electric service furnished to the Premises for any reason except if attributable to the gross negligence or willful misconduct of Landlord.

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Section 10.13 Supplemental HVAC. The installation of any supplemental HVAC system in or exclusively serving the Premises for the purpose of providing supplemental air-conditioning to the Premises (the “Supplemental HVAC System”) shall be governed by the terms of Article 5 of this Lease and this Section 10.13, and, if approved by Landlord pursuant to the terms of Article 5 of this Lease and this Section 10.13, shall be performed by Tenant at its sole cost and expense. All aspects of the Supplemental HVAC System (including, but not limited to, the cooling capacity thereof and the plans and specifications therefor) shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed, except as provided hereinbelow. Notwithstanding the foregoing, Landlord may withhold its approval of the Supplemental HVAC System in Landlord’s sole and absolute discretion in the event that (a) the Supplemental HVAC System requires the use of the Building’s condenser water (as opposed to a separate split system or package unit); (b) the structural aspects of the Building, the Building Systems, the exterior appearance of the Building and/or the certificate of occupancy issued for the Building or the Premises would be affected by the installation of the Supplemental HVAC System; and/or (c) the installation of the Supplemental HVAC System would (i) interfere with the occupancy of other tenants or occupants of the Building, cause Landlord to be in breach or default under any other tenant’s lease, (iii) interfere with, or increase the cost of. Landlord’s maintenance or operation of the Building, and/or (iv) violate any applicable Requirements. Tenant shall be permitted, at Tenant’s sole cost and expense, to access 277/480 volts of electricity (subject to availability) from the existing bus duct riser in connection with any approved Supplemental HVAC System. In addition, if approved by Landlord in its sole and absolute discretion, Tenant may be permitted, at Tenant’s sole cost and expense, to use the Building’s condenser water; subject to limitations on such use established by Landlord; provided, however, delivery of condenser water shall be limited by rise size and the stub out to each floor of the Building. In connection with the foregoing, Landlord may, at Tenant’s sole cost and expense, separately meter the electricity and/or condenser water utilized by the Supplemental HVAC System, and, in any event, Tenant shall reimburse Landlord for the cost as reasonably determined by Landlord of all electricity and/or condenser water utilized by the Supplemental HVAC System. Notwithstanding any provision to the contrary contained in this Lease, at Landlord’s election prior to the expiration or earlier termination of this Lease, Tenant shall surrender the Supplemental HVAC System to Landlord with the Premises upon the expiration or earlier termination of this Lease, and Tenant shall thereafter have no further rights with respect thereto. In the event that Landlord fails to elect to have the Supplemental HVAC System surrendered to it upon the expiration or earlier termination of this Lease, then Tenant shall remove the Supplemental HVAC System prior to the expiration or earlier termination of this Lease, and repair all damage to the Building resulting from such removal, at Tenant’s sole cost and expense. If Tenant fails to timely perform such removal and/or repair work, then Landlord may (but shall not be obligated to) perform such work at Tenant’s sole cost and expense. Tenant shall be solely responsible, at Tenant’s sole cost and expense, for the monitoring, operation, repair, replacement, and removal (subject to the foregoing terms of this Section 10.13), of the Supplemental HVAC System. In no event shall the Supplemental HVAC System be permitted to interfere with Landlord’s operation of the Building. Any reimbursements owing by Tenant to Landlord pursuant to this Section 10.13 shall be payable by Tenant within thirty (30) days of Tenant’s receipt of an invoice therefor.

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Section 10.14 Tenant’s Security System. Subject to the terms of this Section 10.14 below, Tenant may, at its own expense, as a part of the Tenant Improvements in accordance with the Work Letter or as Alterations pursuant to Article 5 above, install its own security system (“Tenant’s Security System”) in the Premises; provided, however, that in the event Tenant’s Security System ties into the Building security system, Tenant shall coordinate the installation and operation of Tenant’s Security System with Landlord to assure that Tenant’s Security System is compatible with the Building security system and the systems and equipment of the Building. At Tenant’s election, Tenant’s Security System may or may not tie into the Building security system or the systems and equipment of the Building, but in any event, Tenant shall provide to Landlord the plans and specifications for Tenant’s Security System at least ten (10) Business Days prior to the installation of the same, irrespective of whether such Tenant’s Security System ties into the Building security system or the systems and equipment of the Building. Tenant shall be solely responsible, at Tenant’s sole cost and expense, for the monitoring and operation of Tenant’s Security System, provided that, notwithstanding the foregoing, Tenant may install any security system it desires that does not require linkage with the Building security system and which does not affect the Building security system and which does not (i) create (a) an adverse effect on the structural integrity of the Building, (b) a non-compliance with any applicable Requirements or Code, (c) an adverse effect on the systems and equipment of the Building, (d) an effect on the exterior appearance of the Building, or (e) unreasonable interference with the normal and customary office operations of any other tenant in the Building, or (ii) affect Landlord’s ability to operate the Building (such a permitted, qualifying Tenant’s Security System is referred to herein as a “Pre-Approved Tenant’s Security System”). Landlord’s consent shall not be required for a Pre-Approved Tenant’s Security System, provided that Tenant has notified Landlord of the same in writing (with a copy of the plans and specifications of the Pre-Approved Tenant’s Security System) at least ten (10) Business Days prior to the installation of the same. Any other type of Tenant’s Security System shall be subject to Landlord’s prior written consent, which consent shall not be unreasonably withheld conditioned or delayed (provided, however, that it shall be deemed reasonable for Landlord to withhold its consent to any Tenant’s Security System that does not satisfy any of the foregoing conditions set forth in (i) and (ii) above). Tenant shall provide Landlord with any information reasonably required regarding Tenant’s Security System in the event access to the Premises is necessary in an emergency. Tenant shall have the right to refuse admission of persons to the Premises, except for Landlord’s representatives, agents, employees and contractors in the event of an emergency or pursuant to Landlord’s right of entry set forth in this Lease. Notwithstanding any provision to the contrary set forth in this Lease, Tenant shall not be required to remove Tenant’s Security System at the expiration or earlier termination of this Lease.

ARTICLE 11

INSURANCE; PROPERTY LOSS OR DAMAGE

Section 11.1 Tenant’s Insurance. (a) Prior to the date Landlord delivers possession of the Premises to Tenant for the construction of the initial improvements pursuant to the Work Letter attached hereto as Exhibit C, and continuing thereafter throughout the Term, Tenant, at its expense, shall obtain and maintain in full force and effect the following insurance policies throughout the Term:

(i) Commercial General Liability (CGL) Insurance on an occurrence basis covering liability arising from Tenant Parties with regard to the Premises operations, independent contractors, product-completed operations, personal injury, advertising injury, bodily injury, death and/or property damage occurring in or about the Building, under which Tenant is insured and Landlord, Landlord’s Agent and any Lessors and any Mortgagees whose names have been furnished to Tenant are named as additional insureds (the “Insured Parties”). Such insurance shall provide primary coverage without contribution from any other insurance or self-insurance carried by or for the benefit of the Insured Parties, and such insurance shall include

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blanket broad-form contractual liability coverage. The minimum limits of liability applyingexclusively to the Premises shall be a combined single limit with respect to each occurrence in an amount of not less than Five Million and No/100 Dollars ($5,000,000.00). If CGL contains a general aggregate limit, it shall apply separately to this location. Landlord shall retain the right to require Tenant to increase such coverage from time to time to that amount of insurance which in Landlord’s reasonable judgment is then being customarily required by landlords for similar office space in Comparable Buildings. There shall be no deductible of $25,000.00 or more, and there shall be no self-insurance, in each instance, without the prior written consent of Landlord;

(ii) All-Risk Commercial Property Insurance (Including Sprinkler Leakage Coverage and Earthquake Sprinkler Leakage Coverage) insuring Tenant’s Property (as defined in Exhibit B) and the Tenant-Insured Improvements (as defined in Exhibit B), for the full replacement cost thereof, having a deductible amount, if any, not in excess of Twenty-Five Thousand and No/100 Dollars ($25,000.00) without the prior written consent of Landlord. Earthquake Sprinkler Leakage coverage insuring Tenant’s Property and the Tenant-Insured Improvements with a limit as close to the full replacement cost of such property covered as is reasonably available shall be provided. The Insured Parties shall be included as loss payee(s) with respect to the Tenant-Insured Improvements;

(iii) Builder’s Risk during the performance of any Alteration, until completion thereof, on an “All Risk” basis, including a permission to complete and occupy endorsement and coverage of any flood and water damage for full replacement cost covering the interest of Landlord and Tenant (and their respective contractors and subcontractors) in all work incorporated in the Building and all materials and equipment in or about the Premises, or evidence of such coverage under the property insurance policies set forth in (ii) above. The insurance under this paragraph may be carried by Tenant or Tenant’s contractor performing the applicable work. The Insured Parties shall be named as additional insureds;

(iv) Workers’ Compensation Benefits Insurance and Employer’s Liability Insurance, with Worker’s Compensation Benefits Insurance as required by law and Employer’s Liability Insurance with a limit not less than One Million and No/100 Dollars ($1,000,000.00) each accident for bodily injury by accident and One Million and No/100 Dollars ($1,000,000.00) each employee for bodily injury by disease. A deductible or self-insured retention for such policy shall not exceed Twenty-Five Thousand and No/100 Dollars ($25,000.00) without the prior written consent of Landlord;

(v) Business Interruption Insurance covering a minimum of one year of anticipated gross Rent;

(vi) Commercial Automobile Liability Insurance (if the Tenant is operating a fleet out of the leased Premises) covering any auto including owned, hired, and non-owned autos with a combined single limit with respect to each occurrence in an amount of not less than One Million and No/100 Dollars ($1,000,000.00). The Commercial auto policy shall include contractual liability coverage. The Insured Parties shall be named as additional insureds; and

(vii) such other insurance in such amounts as the Insured Parties may reasonably require from time to time, but in no event shall such increased amounts of insurance or such other types of insurance be in excess of that required by landlords of the Comparable Buildings for tenants comparable in size to Tenant.

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(b) All insurance required to be carried by Tenant shall contain a provision that the Insured Parties receive thirty (30) days’ (or, in the event of termination for non-payment of premium, ten (10) days’) prior written notice in advance of any termination or material change to the policies that would affect the interest of any of the Insured Parties (provided that if the applicable insurer does not allow for such notices under its policy, Tenant shall provide such notice of termination or material change to Landlord within the foregoing time periods) and shall be effected under valid and enforceable policies issued by reputable insurers authorized to do business in the State of California and rated in AM Best’s Insurance Guide, or any successor thereto as having an AM Best’s Rating of “A-” or better and a Financial Size Category of at least “IX” or better, or, if such ratings are not then in effect, the equivalent thereof or such other financial rating as Landlord may at any time consider appropriate.

(c) On or prior to the Commencement Date, Tenant shall deliver to Landlord appropriate certificates of insurance that evidence insurance required to be covered by this Article 11, the waivers of subrogation required by Section 11.2 below, the Insured Parties are named as additional insureds/loss payees as required pursuant to this Article 11, and the commercial general liability is primary, non-contributory, and not excess of any other valid and collectible insurance. Evidence of each renewal or replacement policies shall be delivered by Tenant to Landlord at least ten (10) days after the expiration of the policies.

(d) By requiring insurance herein, Landlord does not represent that coverage and limits will necessarily be adequate to protect Tenant, and such coverage and limits shall not be deemed a limitation on or transfer of Tenant’s liability under the indemnities granted to Landlord in this contract.

(e) All rights that inure to the benefit of the Landlord shall not be prejudiced by the expiration of the Lease.

(f) Tenant may satisfy the limits of liability required herein with a combination of umbrella and/or excess policies of insurance where applicable, provided that such policies comply with all of the provisions hereof (including, without limitation, with respect to scope of coverage and naming of the Insured Parties as additional insureds).

(g) Landlord shall maintain “All Risk” Property Insurance on the Building at replacement cost value as reasonably estimated by Landlord and commercial general liability insurance together with such other insurance coverage as landlord, in its reasonable judgment, may elect to maintain.

Section 11.2 Waiver of Subrogation. Landlord and Tenant shall have no liability to one another, or to any insurer, by way of subrogation or otherwise, on account of any loss or damage to their respective property, the Premises or its contents or the Building, regardless of whether such loss or damage is caused by the negligence of Landlord or Tenant, arising out of any of the perils or casualties that is or could be insured against under a so-called “special-perils” form or “special causes of loss” property insurance policy, or under a so-called “contents” insurance policy, or by any of the property insurance policies carried, or required to be carried, by the waiving party pursuant to this Lease. In addition, Landlord and Tenant shall have no liability to one another for any deductible amount carried under any policy, except with respect to Tenant’s reimbursement of deductible amounts to Landlord as a part of Operating Expenses in accordance with Article 7 above. The insurance policies obtained by Landlord and Tenant pursuant to this Lease, shall permit waivers of subrogation which the insurer may otherwise have against the non-insuring party. In the event the policy or policies do not include blanket waiver of subrogation prior to loss, either Landlord

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or Tenant shall, at the request of the other party, arrange and deliver to the requesting party a waiver of subrogation endorsement in such form and content as may reasonably be required by the requesting party or its insurer. Tenant acknowledges that Landlord shall not carry insurance on, and shall not (except to the extent expressly provided for in Section 11.3 below) be responsible for, (i) damage to any Tenant-Insured Improvements, (ii) Tenant’s Property or Tenant’s telecommunications and data cabling or wiring, and (iii) any loss suffered by Tenant due to interruption of Tenant’s business.

Section 11.3 Restoration. (a) If the Premises are damaged by fire or other casualty (a “Casualty”), or if the Building is damaged by a Casualty such that Tenant is deprived of reasonable access to or use of the Premises for the Permitted Uses, the damage shall be repaired by Landlord, to substantially the condition of the Premises or the Building, as the case may be, immediately prior to the Casualty, but Landlord shall have no obligation to repair or restore (i) Tenant’s Property or Tenant’s telecommunications and data cabling or wiring, or (ii) any Above Building Standard Installations. With respect to the restoration of the Building or the Premises, as the case may be, required to be performed by Landlord under this Section 11.3, until the restoration of the Building and Premises, as the case may be, is Substantially Completed or would have been Substantially Completed but for Tenant Delay, Fixed Rent, Tenant’s Tax Payment and Tenant’s Operating Payment shall be reduced and abated in the proportion by which the rentable area of the part of the Premises which is not usable (or accessible) and is not used by Tenant bears to the total rentable area of the Premises.

(b) If this Lease does not terminate pursuant to Sections 11.4 or 11.5 below or for any other reason, Tenant shall, at its sole cost and expense (regardless of the availability or sufficiency of insurance proceeds), repair any injury or damage to the Above Building Standard Installations and shall return such Above Building Standard Installations to their original condition. Such work shall be deemed Alterations subject to the terms of Article 5 above. Landlord shall not be liable for any inconvenience or annoyance to Tenant or its visitors, or injury to Tenant’s business resulting in any way from such damage or the repair thereof; provided however, that if such Casualty shall have damaged the Premises or Common Areas necessary to Tenant’s occupancy, until the restoration of the Above Building Standard Installations is Substantially Completed or would have been Substantially Completed assuming Tenant used reasonable due diligence in connection therewith, Fixed Rent, Tenant’s Tax Payment and Tenant’s Operating Payment shall be reduced and abated in the proportion by which the rentable area of the part of the Premises which is not usable (or accessible) and is not used by Tenant bears to the total rentable area of the Premises.

Section 11.4 Landlord’s Termination Right. Notwithstanding anything to the contrary contained in Section 11.3, (a) if the Premises are damaged or are rendered wholly untenantable, (b) if the Building shall be so damaged that, in the reasonable opinion of Landlord’s contractor or architect, substantial alteration, demolition, or reconstruction of the Building shall be required (whether or not the Premises are damaged or rendered untenantable) and such work cannot reasonably be completed within two hundred seventy (270) days after the date of the Casualty (with such work being completed without payment of overtime charges or other premiums), (c) if any Mortgagee shall require that the insurance proceeds or any portion thereof be used to retire the Mortgage debt or any Lessor shall terminate the Superior Lease, as the case may be, or (d) if the damage is not fully covered, except for deductible amounts, by Landlord’s insurance policies (provided such lack of coverage is not due to the act or omission of Landlord), then in any of such events, Landlord may, not later than sixty (60) days following the date of the Casualty, terminate this Lease by delivering written notice thereof to Tenant; provided, however, that Landlord may not terminate this Lease unless Landlord similarly terminates the leases of all other tenants in the

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Building similarly affected by such Casualty and that all such leases so affected by such Casualty (including this Lease) in the aggregate include at least fifty percent (50%) of the rentable area of the Building. If this Lease is so terminated, (a) the Term shall expire upon the thirtieth (30th) day after such notice is given, (b) Tenant shall vacate the Premises and surrender the same to Landlord, (c) Tenant’s liability for Rent shall cease as of the date of the Casualty, and (d) any prepaid Rent for any period after the date of the Casualty shall be refunded by Landlord to Tenant. For purposes of this Section 11.4 and Sections 11.5 and 11.6 below, the Premises shall be deemed “wholly untenantable” if the Tenant shall be precluded from using more than fifty percent (50%) of the Premises for the conduct of its business and Tenant’s inability to so use the Premises is reasonably expected to continue for more than ninety (90) days.

Section 11.5 Tenant’s Termination Right. If the Premises are damaged and are thereby rendered wholly untenantable by a Casualty, or if the Building shall be so damaged by a Casualty that Tenant is deprived of reasonable access to or use of the Premises for the Permitted Uses, and if Landlord does not elect to terminate this Lease in accordance with Section 11.4 above, Landlord shall, within sixty (60) days following the date of the Casualty, cause a contractor or architect selected by Landlord to give written notice (the “Restoration Notice”) to Tenant of the date by which such contractor or architect reasonably estimates the restoration of the Premises shall be Substantially Completed (with such work being completed without payment of overtime charges or other premiums). If such date, as set forth in the Restoration Notice, is more than two hundred seventy (270) days from the date of such Casualty, then Tenant shall have the right to terminate this Lease by giving written notice thereof (the “Termination Notice”) to Landlord not later than thirty (30) days following delivery of the Restoration Notice to Tenant. If Tenant delivers a Termination Notice, this Lease shall be deemed to have terminated as of the date of the giving of the Termination Notice, in the manner set forth in the second sentence of Section 11.4. At anytime, from time to time, after the date occurring forty-five (45) days after the Casualty, Tenant may request that Landlord deliver a Restoration Notice to Tenant and Landlord shall respond to such request as soon as is reasonably practicable, but no later than sixty (60) days following the Casualty. Furthermore, if neither Landlord nor Tenant have terminated this Lease, and the repairs required to be performed by Landlord under Section 11.3 above are not Substantially Completed by the date (the “Damage Repair Completion Date”) that is the later of (i) the expiration of the estimated restoration period set forth in the Restoration Notice and (ii) one (1) year following the commencement of such repairs, Tenant shall have the right to terminate this Lease during the first five (5) Business Days of each calendar month following the Damage Repair Completion Date until such time as the repairs are Substantially Complete, by written notice to Landlord (the “Damage Termination Notice”), effective as of a date set forth in the Damage Termination Notice (the “Damage Termination Date”), which Damage Termination Date shall not be less than thirty (30) days, and not more than six (6) months, following the end of such month. Notwithstanding the foregoing, if Tenant delivers a Damage Termination Notice to Landlord, then Landlord shall have the right to suspend the occurrence of the Damage Termination Date for a period ending thirty (30) days after the Damage Termination Date set forth in the Damage Termination Notice by delivering to Tenant, within five (5) Business Days of Landlord’s receipt of the Damage Termination Notice, a certificate of Landlord’s contractor responsible for the repair of the damage certifying that it is such contractor’s good faith judgment that the repairs shall be Substantially Completed within thirty (30) days after the Damage Termination Date. If repairs shall be Substantially Completed prior to the expiration of such thirty (30) day period, then the Damage Termination Notice shall be of no force or effect, but if the repairs shall not be Substantially Completed within such thirty (30) day period, then this Lease shall terminate upon the expiration of such thirty (30) day period.

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Section 11.6 Final 12 Months. Notwithstanding anything to the contrary in this Article 11, if any Casualty during the final 12 months of the Term renders the Premises wholly untenantable, either Landlord or Tenant may terminate this Lease by written notice to the other party delivered within 30 days after the occurrence of such Casualty and this Lease shall expire on the thirtieth (30th) day after the date of such notice (unless, within such thirty (30) day period, Tenant properly exercises an option to extend the Term for a Renewal Term as provided in Section 2.5 above).

Section 11.7 Landlord’s Liability. Any Building employee to whom any property shall be entrusted by or on behalf of Tenant shall be deemed to be acting as Tenant’s agent with respect to such property and neither Landlord nor its agents shall be liable for any damage to such property, or for the loss of or damage to any property of Tenant by theft or otherwise. Except to the extent expressly provided in this Lease, none of the Insured Parties shall be liable for any injury or damage to persons or property or interruption of Tenant’s business resulting from fire or other casualty, any damage caused by other tenants or persons in the Building or by construction of any private, public or quasi-public work, or any latent defect in the Premises or in the Project (except that Landlord shall be required to repair the same to the extent provided in Article 6). No penalty shall accrue for delays which may arise by reason of adjustment of casualty insurance on the part of Landlord or Tenant, or for any Unavoidable Delays arising from any repair or restoration of any portion of the Building, provided that Landlord shall use reasonable efforts to minimize interference with Tenant’s use and occupancy of the Premises during the performance of any such repair or restoration.

ARTICLE 12

EMINENT DOMAIN

Section 12.1 Taking.

(a) Total Taking. If all or substantially all of the Office Project, the Building or the Premises shall be acquired or condemned for any public or quasi-public purpose (a “Taking”), Landlord shall endeavor to deliver prior notice thereof to Tenant, and this Lease shall terminate and the Term shall end as of the earlier of (i) the date possession is taken or (ii) the date of the vesting of title, and Rent shall be prorated and adjusted as of such date.

(b) Partial Taking. Upon a Taking of only a part of the Office Project, the Building or the Premises then, except as hereinafter provided in this Article 12, this Lease shall continue in full force and effect, provided that from and after the earlier of (i) the date possession is taken or (ii) the date of the vesting of title, Fixed Rent and Tenant’s Proportionate Share shall be modified to reflect the reduction of the Premises and/or the Office Project as a result of such Taking.

(c) Landlord’s Termination Right. Whether or not the Premises are affected, Landlord may, by notice to Tenant, within sixty (60) days following the date upon which Landlord received notice of a Taking of all or a portion of the Office Project, the Building or the Premises, terminate this Lease, provided that Landlord elects to terminate leases (including this Lease) affecting at least 50% of the rentable area of the Office Project.

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(d) Tenant’s Termination Right. If (i) the part of the Office Project so Taken contains more than 20% of the total area of the Premises occupied by Tenant immediately prior to such Taking, (ii) the Taking renders the Premises in a condition such that Tenant is unable to continue its business operations therein in substantially the same manner and space, or (iii) by reason of such Taking, Tenant no longer has reasonable means of access to the Premises, Tenant may terminate this Lease by notice to Landlord given within 30 days following the date upon which Tenant is given notice of such Taking. If Tenant so notifies Landlord, this Lease shall end and expire upon the 30th day following the giving of such notice. If a part of the Premises shall be so Taken and this Lease is not terminated in accordance with this Section 12.1 Landlord, without being required to spend more than it collects as an award, shall, subject to the provisions of any Mortgage or Superior Lease, restore that part of the Premises not so Taken to a self-contained rental unit substantially equivalent (with respect to character, quality, appearance and services) to that which existed immediately prior to such Taking, excluding Tenant’s Property and any Tenant-Insured Improvements.

(e) Apportionment of Rent. Upon any termination of this Lease pursuant to the provisions of this Article 12, Rent shall be apportioned as of, and shall be paid or refunded up to and including, the date of such termination.

Section 12.2 Awards. Upon any Taking, Landlord shall receive the entire award for any such Taking, and Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Term or Tenant’s Alterations; and Tenant hereby assigns to Landlord all of its right in and to such award. Nothing contained in this Article 12 shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings for the then value of any Tenant’s Property or Tenant-Insured Improvements included in such Taking and for any moving expenses, business dislocation or interruption damages, or any other awards, provided any such awards are in addition to, and do not result in a reduction of, the award made to Landlord.

Section 12.3 Temporary Taking. If all or any part of the Premises is Taken temporarily during the Term for any public or quasi-public use or purpose, Tenant shall give prompt notice to Landlord and the Term shall not be reduced or affected in any way and Tenant shall continue to pay all Rent payable by Tenant without reduction or abatement and to perform all of its other obligations under this Lease, except to the extent prevented from doing so by the condemning authority, and Tenant shall be entitled to receive any award or payment from the condemning authority for such use.

ARTICLE 13

ASSIGNMENT AND SUBLETTING

Section 13.1 Consent Requirements.

(a) No Transfers. Except as expressly set forth in this Article 13, Tenant shall not assign, mortgage, pledge, encumber, or otherwise transfer this Lease, whether by operation of law or otherwise, and shall not sublet, or permit, or suffer the Premises or any part thereof to be used or occupied by others (whether for desk space, mailing privileges or otherwise), without Landlord’s prior consent in each instance. Any assignment, sublease, mortgage, pledge, encumbrance or transfer in contravention of the provisions of this Article 13 shall be void and shall constitute an Event of Default.

(b) Collection of Rent. If, without Landlord’s consent, (i) this Lease is assigned, (ii) any part of the Premises is sublet or occupied by anyone other than Tenant or a Related Entity (pursuant to Section 13.8 below) or (iii) Tenant’s interest in this Lease is encumbered (by operation of law or otherwise), Landlord may collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the Rent herein reserved. No such collection shall be deemed a waiver of the provisions of this Article 13, an acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance of Tenant’s covenants hereunder, and in all cases Tenant shall remain fully liable for its obligations under this Lease.

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(c) Further Assignment/Subletting. Landlord’s consent to any assignment or subletting shall not relieve Tenant from the obligation to obtain Landlord’s consent to any further assignment or subletting where such consent is required by the terms of this Article 13. In no event shall any permitted subtenant assign or encumber its sublease or further sublet any portion of its sublet space, or otherwise suffer or permit any portion of the sublet space to be used or occupied by others, in each case without the prior written consent of Landlord, which consent Landlord shall not unreasonably withhold, condition or delay.

Section 13.2 Tenant’s Notice. If Tenant desires to assign this Lease or sublet all or any portion of the Premises (sometimes referred to herein as a “Transfer”), and Landlord’s consent thereto is required pursuant to this Article 13, Tenant shall give notice thereof to Landlord, which shall be accompanied by (a) with respect to an assignment of this Lease, the date Tenant desires the assignment to be effective, and (b) with respect to a sublet of all or a part of the Premises, a description of the portion of the Premises to be sublet, the commencement date of such sublease and the rent per rentable square foot Tenant will ask for such portion of the Premises (“Tenant’s Asking Rate”). The portion of the Premises to be sublet or the entirety of the Premises with respect to an assignment of this Lease shall be referred to herein as the “Subject Space”.

Section 13.3 [Intentionally Omitted].

Section 13.4 Conditions to Assignment/Subletting.

(a) Where this Lease obligates Tenant to obtain Landlord’s consent to an assignment of this Lease or a sublet of all or a part of the Premises, Landlord’s consent to the proposed assignment or subletting shall not be unreasonably withheld, conditioned or delayed. Such consent shall be granted or denied within 30 days after delivery to Landlord of (i) a true and complete statement reasonably detailing the identity of the proposed assignee or subtenant (“Transferee”), the nature of its business and its proposed use of the Premises, (ii) current financial information with respect to the Transferee, including its most recent financial statements, (iii) all of the terms of the proposed Transfer and the consideration therefor (including letters of intent and lease proposals), together with a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including the final operative documents executed to evidence such Transfer (including, without limitation, the final assignment agreement or final sublease agreement, as applicable) and such other agreements incidental or related to such Transfer (provided that in no event shall Landlord’s thirty (30) day review period commence unless Landlord has received fully executed copies of all such operative documents and agreements), provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer consent documents in connection with the documentation of the consent to such Transfer in a form reasonably acceptable to Tenant, and (iv) any other information Landlord may reasonably request, provided that:

(i) in Landlord’s reasonable judgment, the Transferee is engaged in a business or activity, and the Premises will be used in a manner, which (1) is not in keeping with the then standards of the Building, (2) is not for the Permitted Uses, and/or (3) violates any use restrictions set forth in this Lease, any Mortgage or Superior Lease or any negative covenant as to use of the Premises required by any other lease in the Building (provided that Tenant is given notice of any such use restrictions or negative covenants);

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(ii) the Transferee is reputable with sufficient financial means to perform all of its obligations under this Lease or the sublease, as the case may be, provided that, in determining such Transferee’s financial means for purposes of this requirement, Landlord shall take into account the financial means of any predecessor Tenant continuing to have liability on or under this Lease, and/or any guarantor of Tenant’s obligations under this Lease;

(iii) [Intentionally Omitted];

(iv) [Intentionally Omitted];

(v) there are more than four (4) subtenants in each floor of the Premises;

(vi) [Intentionally Omitted];

(vii) Tenant shall, upon demand, fail to reimburse Landlord for all reasonable expenses incurred by Landlord in connection with such assignment or sublease, including any investigations as to the acceptability of the Transferee and all reasonable legal costs reasonably incurred in connection with the granting of any requested consent;

(viii) [Intentionally Omitted];

(ix) [Intentionally Omitted];

(x) the proposed Transfer would cause Landlord to be in violation of any Requirements or any other lease, Mortgage, Superior Lease or agreement to which Landlord is a party and would give a tenant of the Office Project a right to cancel its lease (provided Tenant is given notice of any such conditions);

(xi) the Transferee is either a governmental agency or an instrumentality thereof, it being the intent of the parties that no Transferee shall be entitled, directly or indirectly, to diplomatic or sovereign immunity, regardless of whether the Transferee agrees to waive such diplomatic or sovereign immunity, and shall be subject to the service of process in, and the jurisdiction of the courts of, the County of San Francisco, and State of California;

(xii) the Transferee shall not be an electronic gaming company; and

(xiii) Landlord has not received assurances acceptable to Landlord in its sole discretion that all past due amounts owing from Tenant to Landlord, if any, will be paid and all Events of Defaults on the part of Tenant, if any, will be cured prior to the effective date of the proposed Transfer.

The parties hereby agree, without limitation as to other reasonable grounds for withholding consent, that it shall be reasonable under this Lease and under applicable Requirements for Landlord to withhold consent to any proposed Transfer based upon any of the foregoing criteria.

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(b) With respect to each and every subletting and/or assignment approved by Landlord under the provisions of this Lease:

(i) the form of the proposed assignment or sublease shall be reasonably satisfactory to Landlord;

(ii) no sublease shall be for a term ending later than one day prior to the Expiration Date;

(iii) no Transferee shall take possession of any part of the Premises until an executed counterpart of such sublease or assignment has been delivered to Landlord and, where this Article 13 gives Landlord the right, approved by Landlord as provided in Section 13.4(a); and

(iv) each sublease shall be subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate; and Tenant and each Transferee shall be deemed to have agreed that upon the occurrence and during the continuation of an Event of Default hereunder, Tenant has hereby assigned to Landlord, and Landlord may, at its option, accept such assignment of, all right, title and interest of Tenant as sublandlord under such sublease, together with all modifications, extensions and renewals thereof then in effect and such Transferee shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (A) liable for any previous act or omission of Tenant under such sublease, (B) subject to any counterclaim, offset or defense not expressly provided in such sublease or which theretofore accrued to such Transferee against Tenant, (C) bound by any previous modification of such sublease not consented to by Landlord or by any prepayment of more than one month’s rent, (D) bound to return such Transferee’s security deposit, if any, except to the extent Landlord shall receive actual possession of such deposit and such Transferee shall be entitled to the return of all or any portion of such deposit under the terms of its sublease, or (E) obligated to make any payment to or on behalf of such Transferee, or to perform any work in the sublet space or the Project, or in any way to prepare the subleased space for occupancy, beyond Landlord’s obligations under this Lease or in any other agreement executed by Landlord, Tenant and the Transferee. The provisions of this Section 13.4(b)(iv) shall be self-operative, and no further instrument shall be required to give effect to this provision, provided that the Transferee shall execute and deliver to Landlord any commercially reasonable instruments Landlord may request to evidence and confirm such subordination and attornment.

Section 13.5 Binding on Tenant; Indemnification of Landlord. Notwithstanding any assignment or subletting or any acceptance of rent by Landlord from any Transferee, Tenant and any guarantor shall remain fully liable for the payment of all Rent due and for the performance of all the covenants, terms and conditions contained in this Lease on Tenant’s part to be observed and performed, and any default under any term, covenant or condition of this Lease by any Transferee or anyone claiming under or through any Transferee shall be deemed to be a default under this Lease by Tenant, subject to the notice and cure provisions of Article 15 of this Lease. Without waiving any claim Tenant may have against Landlord at law or in equity arising therefrom (but subject to the terms and conditions of this Lease), Tenant shall indemnify, defend, protect and hold harmless Landlord from and against any and all Losses resulting from any claims that may be made against Landlord by the Transferee or anyone claiming under or through any Transferee or by any brokers or other persons or entities claiming a commission or similar compensation in connection with the proposed assignment or sublease, irrespective of whether Landlord shall give or decline to give its consent to any proposed assignment or sublease, or if Landlord shall exercise any of its options under this Article 13.

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Section 13.6 [Intentionally Omitted].

Section 13.7 Profits. If Tenant enters into any assignment or sublease consented to by Landlord (specifically excluding any Transfer for which Landlord’s consent is not required under this Article 13), subject to the other terms of this Section 13.7, Tenant shall, within sixty (60) days of Landlord’s consent to such assignment or sublease, deliver to Landlord a list of (a) any improvement allowance or other economic concession (planning allowance, moving expenses, etc.) paid by Tenant to the Transferee, (b) actual third-party brokerage fees incurred in connection with the Transfer, (c) reasonable attorneys’ fees incurred in connection with the Transfer, (d) actual lease takeover payments incurred in connection with the Transfer, (e) actual out-of-pocket costs of advertising the Subject Space for sublease or assignment, (f) unamortized cost of initial and subsequent improvements to the Subject Space paid directly by Tenant, and (h) any other reasonable costs actually paid or to be paid by Tenant in connection with the assignment or subletting of the Subject Space or in negotiating or effectuating the assignment or subletting of the same (collectively, “Transaction Costs”), together with a list of all of Tenant’s Property to be transferred to such Transferee, if any; provided, however, that Transaction Costs shall not include any rent paid by Tenant to Landlord, including with respect to the period Tenant is marketing the Premises or any portion thereof for sublease. In consideration of such assignment or subletting, Tenant shall pay to Landlord:

(a) Subject to Section 13.7(c) below, in the case of an assignment, commencing on the effective date of the assignment, 50% of all sums and other consideration paid to Tenant by the Transferee for or by reason of such assignment (including key money, bonus money and any sums paid for services rendered by Tenant to the Transferee pursuant to the assignment in excess of fair market value for such services and sums paid for the sale or rental of Tenant’s Property, less the then fair market or rental value thereof) after first deducting the Transaction Costs; or

(b) Subject to Section 13.7(c) below, in the case of a sublease, 50% of any consideration payable under the sublease to Tenant by the Transferee which exceeds on a per square foot basis the Fixed Rent, Tenant’s Tax Payment and Tenant’s Operating Payment accruing during the term of the sublease in respect of the sublet space (together with any sums paid for services rendered by Tenant to the Transferee pursuant to the sublease in excess of fair market value for such services and sums paid for the sale or rental of Tenant’s Property, less the then fair market or rental value thereof) after first deducting the Transaction Costs.

(c) The amount payable under this Section 13.7 with respect to any particular Transfer is sometimes referred to herein as the “Transfer Premium.” Notwithstanding any contrary provision of this Section 13.7, under no circumstances shall Landlord be paid any Transfer Premium until Tenant has recovered all applicable Transaction Costs for such Subject Space, it being understood that if in any year the sums payable to Tenant pursuant to the Transfer are less than the total Transaction Costs for such Transfer, then the amount of the unrecovered portion of the Transaction Costs shall be carried over to the next year and then deducted from such sums payable to Tenant pursuant to the Transfer, with the procedure repeated until a Transfer Premium is achieved. Upon the written request of Landlord, Tenant shall certify to Landlord the amount of the Transaction Costs and, if any, the Transfer Premium, and shall provide to Landlord (except to the extent Tenant is prevented from doing so due to confidentiality or nondisclosure agreements (other than with respect to Transaction Costs) or pursuant to applicable Requirements or court order), copies of the relevant books, records and papers of Tenant relating to any Transfer and/or Transaction Costs, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, then within thirty (30) days after receipt of Landlord’s written request, Tenant shall

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pay to Landlord the understated amount, and if the amount understated is more than three and one-half percent (3.5%), Tenant also shall pay Landlord’s reasonable, out-of-pocket expenses in determining the same. If it is determined that the Tenant overpaid the Transfer Premium to Landlord, then Landlord shall pay to Tenant the overpaid amount within thirty (30) days after receipt of Tenant’s written request or credit such amount against Rent next coming due under this Lease.

Section 13.8 Transfers.

(a) Related Entities. Except as otherwise specifically provided in this Section 13.8 below, if Tenant is a legal entity, the transfer (by one or more transfers), directly or indirectly, by operation of law or otherwise, of a majority of the stock or other beneficial ownership interest in Tenant or of all or substantially all of the assets of Tenant (collectively, “Ownership Interests”) shall be deemed a voluntary assignment of this Lease; provided, however, that the provisions of this Article 13 shall not apply to the transfer of Ownership Interests in Tenant if and so long as Tenant is publicly traded on a nationally recognized stock exchange. Except as otherwise specifically provided in this Section 13.8 below, for purposes of this Article the term “Transfers” shall be deemed to include (x) the issuance of new Ownership Interests which results in a majority of the Ownership Interests in Tenant being held by a person or entity which does not hold a majority of the Ownership Interests in Tenant on the Effective Date (y) the sale, mortgage, hypothecation or pledge of more than an aggregate of fifty percent (50%) of Tenant’s net assets, and (z) except as provided below, the sale or transfer of all or substantially all of the assets of Tenant in one or more transactions (including subleases) or the merger, consolidation, reorganization or conversion of Tenant into or with another business entity. Notwithstanding the two preceding sentences, changes in number and/or identity of constituent partners, members or shareholders of Original Tenant (and not any other assignee, or any sublessee or other transferee of Original Tenant’s interest in this Lease) due to the admission of new partners, members or shareholders of Original Tenant or withdrawal of existing partners, members or shareholders of Original Tenant in the ordinary course of business or due to death or retirement shall not be deemed a Transfer requiring the consent of Landlord under this Article 13. The provisions of Sections 13.1(a), 13.1(c), 13.2, 13.4, 13.7, 13.9 and 13.11 of this Lease shall not apply to transactions (including subleases) with a business entity into or with which Tenant is merged, consolidated, reorganized or converted or to which all or substantially all of Tenant’s Ownership Interests are transferred or sold or any business entity which controls, is controlled by, or is under common control with the Original Tenant (each such entity, a “Related Entity”), whether or not Tenant is the surviving entity, so long as (i) such transfer was made for a legitimate independent business purpose and not for the purpose of transferring this Lease, (ii) the successor to Tenant has a tangible net worth computed in accordance with generally accepted accounting principles consistently applied (and excluding goodwill, organization costs and other intangible assets) that is sufficient to meet the obligations of Tenant under this Lease and is at least equal to the net worth of Tenant (1) immediately prior to such merger, consolidation, conversion or transfer, or (2) on the Effective Date, whichever is greater, (iii) proof satisfactory to Landlord of such net worth is delivered to Landlord at least ten (10) Business Days prior to the effective date of any such transaction, subject to the parties entering into a commercially reasonable non-disclosure agreement, (iv) any such transfer shall be subject and subordinate to all of the terms and provisions of this Lease, and if such transfer is an assignment of the interest of Tenant in this Lease, the transferee shall assume, in a commercially reasonable written document delivered to Landlord within ten (10) Business Days after receipt of Landlord’s request therefor, all the obligations of Tenant under this Lease, (v) Tenant and any guarantor shall remain fully liable for all obligations to be performed by Tenant under this Lease, (vi) concurrent with the delivery of the evidence of financial means required pursuant to (iii) above, Tenant notifies Landlord in writing of any such transfer and, thereafter, promptly supplies Landlord with any additional documents or information reasonably requested by Landlord regarding such transfer or such transferee (including, without

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limitation, the operative transfer agreements), and (vii) such transfer does not cause Landlord to be in default under any existing lease at the Project. For the purposes hereof, “control” shall be deemed to mean ownership of not less than fifty percent (50%) of all of the Ownership Interests of such corporation or other business entity. Notwithstanding the foregoing, Tenant shall have no right to assign this Lease or sublease all or any portion of the Premises without Landlord’s consent pursuant to this Section 13.8 if an Event of Default by Tenant exists under this Lease.

(b) Applicability. The limitations set forth in this Section 13.8 shall apply to Transferee(s) and guarantor(s) of this Lease, if any, and any transfer by any such entity in violation of this Section 13.8 shall be a transfer in violation of Section 13.1.

(c) Modifications, Takeover Agreements. Any modification, amendment or extension of a sublease and/or any other agreement by which a landlord of a building other than the Building, or its affiliate, agrees to assume the obligations of Tenant under this Lease shall be deemed a sublease for the purposes of Section 13.1 hereof.

Section 13.9 Assumption of Obligations. Except as otherwise provided in Section 13.8 above, no assignment or transfer shall be effective unless and until the Transferee executes, acknowledges and delivers to Landlord an agreement in form and substance reasonably satisfactory to Landlord whereby the Transferee (a) if such Transfer is an assignment of Tenant’s interest in this Lease, assumes Tenant’s obligations under this Lease arising from and after the effective date of such assignment, and (b) agrees that, notwithstanding such assignment or transfer, the provisions of Section 13.1 hereof shall be binding upon it in respect of all future assignments and transfers.

Section 13.10 Tenant’s Liability. The joint and several liability of Tenant and any successors-in-interest of Tenant and the due performance of Tenant’s obligations under this Lease shall not be discharged, released or impaired by any agreement or stipulation made by Landlord, or any grantee or assignee of Landlord, extending the time, or modifying any of the terms and provisions of this Lease, or by any waiver or failure of Landlord, or any grantee or assignee of Landlord, to enforce any of the terms and provisions of this Lease.

Section 13.11 Listings in Building Directory. The listing of any name other than that of Tenant on the doors of the Premises, the Building directory or elsewhere shall not vest any right or interest in this Lease or in the Premises, nor be deemed to constitute Landlord’s consent to any assignment or transfer of this Lease or to any sublease of the Premises or to the use or occupancy thereof by others.

Section 13.12 Lease Disaffirmance or Rejection. If at any time after an assignment by Tenant named herein, this Lease is not affirmed or is rejected in any bankruptcy proceeding or any similar proceeding, or upon a termination of this Lease due to any such proceeding, Tenant named herein, upon request of Landlord given after such disaffirmance, rejection or termination (and actual notice thereof to Landlord in the event of a disaffirmance or rejection or in the event of termination other than by act of Landlord), shall (a) pay to Landlord all Rent and other charges due and owing by the assignee to Landlord under this Lease to and including the date of such disaffirmance, rejection or termination, and (b) as “tenant,” enter into a new lease of the Premises with Landlord for a term commencing on the effective date of such disaffirmance, rejection or termination and ending on the Expiration Date, at the same Rent and upon the then executory terms, covenants and conditions contained in this Lease, except that (i) the rights of Tenant named herein under the new lease shall be subject to the possessory rights of the assignee under this Lease and the possessory rights of any persons or entities claiming through or under such assignee or by virtue

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of any statute or of any order of any court, (ii) such new lease shall require all defaults existing under this Lease to be cured by Tenant named herein with due diligence, and (iii) such new lease shall require Tenant named herein to pay all Rent which, had this Lease not been so disaffirmed, rejected or terminated, would have become due under the provisions of this Lease after the date of such disaffirmance, rejection or termination with respect to any period prior thereto. If Tenant named herein defaults in its obligations to enter into such new lease for a period of 10 Business Days after Landlord’s request, then, in addition to all other rights and remedies by reason of default, either at law or in equity, Landlord shall have the same rights and remedies against Tenant named herein as if it had entered into such new lease and such new lease had thereafter been terminated as of the commencement date thereof by reason of Tenant’s default thereunder.

Section 13.13 Desk Sharing. Tenant shall have the right to permit occupancy of a portion of the Premises pursuant to the terms of this Section 13.13. Notwithstanding anything to the contrary contained in herein, Tenant shall have the right, from time to time, to permit occupancy of portions of the Premises not to exceed, in the aggregate, ten percent (10%) of the rentable square footage of the Premises (collectively, “Total Desk Space”) to Desk Space Users (as hereinafter defined) without Landlord’s prior approval or the payment of any fee to Landlord, but upon prior notice to Landlord; provided, that (1) each Desk Space User shall use the Premises in accordance with all of the provisions of this Lease, and only for the use expressly permitted by this Lease, (2) in no event shall the use of any portion of the Premises by any such Desk Space User create or be deemed to create any right, title or interest of such Desk Space User in any portion of the Premises or this Lease, (3) such occupancy shall terminate automatically upon the termination of this Lease, (4) Tenant does not separately demise any space so occupied by such Desk Space Users, and no Desk Space User shall occupy a separately demised portion of the Premises or which contains an entrance to such portion of the Premises other than the primary entrance to the Premises, and (5) such occupancy shall not be a subterfuge by Tenant to avoid its obligations under this Lease or the restrictions on transfers pursuant to this Article 13. Tenant shall promptly supply Landlord with any documents or information reasonably requested by Landlord regarding any Desk Space User, and no such occupancy shall relieve Tenant from any liability under this Lease. “Desk Space User” means a bona fide client, service provider, or other person or entity with which Tenant and/or its affiliates has an ongoing business relationship.

ARTICLE 14

ACCESS TO PREMISES

Section 14.1 Landlord’s Access. (a) Subject to the terms of Section 26.25 below, Landlord, Landlord’s agents and utility service providers servicing the Project may erect, use and maintain concealed ducts, pipes and conduits in and through the Premises, provided such use does not cause the usable area of the Premises to be reduced beyond a de minimis amount and such ducts, pipes and conduits shall be erected, used and maintained in a good and workmanlike manner and otherwise in accordance with Section 14.1(c) below. Landlord shall promptly repair any damage to the Premises caused by any work performed pursuant to this Article 14.

(b) Subject to the terms of Section 26.25 below, Landlord and any Lessor or Mortgagee shall have the right to enter (and, subject to the other terms of this Article 14, permit their respective employees, agents, contractors and representatives and prospective purchasers, Mortgagees, Lessors and tenants to enter) the Premises at all reasonable times, upon reasonable prior notice to Tenant (which notice may be oral) except in the case of emergency (in which event no notice shall be required), to examine the Premises, to show the Premises to any prospective purchasers, Mortgagees, Lessors or, during the last twelve (12) months of the Term, prospective

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tenants and their respective agents and representatives and, subject to the terms and conditions of Section 6.3, to perform Work of Improvement to the Premises or the Project. Notwithstanding anything to the contrary contained in this Article 14, Landlord may enter the Premises at any time to (A) except as otherwise specifically provided elsewhere in this Lease, perform services required of Landlord; and (B) subject to the terms of Article 16, perform any covenants of Tenant which Tenant fails to perform within the applicable time periods specified in Article 16. Landlord agrees that any such entry shall be accomplished in a reasonably expeditious manner and shall be performed after Ordinary Business Hours if reasonably practical and subject to reasonable scheduling with Tenant. Landlord acknowledges and agrees that Tenant may require that Landlord be accompanied by an employee of Tenant during any such entry into the Premises by Landlord; provided, however, that in no event shall the unavailability of such escort at the time that Landlord is permitted to enter the Premises delay Landlord’s entry into the Premises as permitted hereunder. Notwithstanding anything to the contrary set forth in this Article 14, Tenant may designate certain areas of the Premises as “Secured Areas” should Tenant require such areas for the purpose of securing certain valuable property or confidential information. In connection with the foregoing, Landlord shall not enter such Secured Areas except in the event of an emergency or unless Landlord is accompanied by a Tenant escort, to the extent an escort is reasonably available. Landlord need not clean any area designated by Tenant as a Secured Area and shall only maintain or repair such secured areas to the extent (i) such repair or maintenance is required in order to maintain and repair the Base Building; (ii) as required by the applicable Requirements, or (iii) in response to specific requests by Tenant and in accordance with a schedule reasonably designated by Tenant, subject to Landlord’s reasonable approval.

(c) All parts (except surfaces facing the interior of the Premises) of all walls, windows and doors bounding the Premises, all balconies, terraces and roofs adjacent to the Premises, all space in or adjacent to the Premises used for shafts, stacks, stairways, mail chutes, conduits and other mechanical facilities, Building Systems, Building facilities and Common Areas are not part of the Premises, and Landlord shall have the use of same to the extent in existence within the Premises as of the Effective Date and access thereto through the Premises for the purposes of Building operation, maintenance, alteration and repair.

(d) Landlord hereby agrees to use commercially reasonable efforts to exercise its rights under this Section 14.1 in a manner reasonably designed to minimize interference with Tenant’s normal business operations at the Premises for the Permitted Uses (including, without limitation, (i) attempting to prevent the level of any Building service from decreasing in any material respect from the level required of Landlord in this Lease as a result thereof (other than temporary changes in the level of such services during the performance of any such Work of Improvement), and (ii) attempting to maintain access to the Premises and prevent the quality of Building access from decreasing in any material respect from the level required of Landlord in Section 2.1 above as a result thereof).

Section 14.2 Building Name. Landlord has the right at any time to change the name, number or designation by which the Building or the Office Project is commonly known, provided that Landlord shall endeavor to provide prior notice of the same to Tenant.

Section 14.3 Light and Air. If at any time any windows of the Premises are temporarily darkened or covered over by reason of any Work of Improvement, any of such windows are permanently darkened or covered over due to any Requirement or there is otherwise a diminution of light, air or view by another structure which may hereafter be erected (whether or not by Landlord), Landlord shall not be liable for any damages and Tenant shall not be entitled to any compensation or abatement of any Rent, nor shall the same release Tenant from its obligations

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hereunder or constitute an actual or constructive eviction. Notwithstanding the foregoing,Landlord shall not cover or permit any other party to cover the exterior windows of the Premises with any form of temporary or permanent exterior wrap signage or other signage materials, whether or not for advertising purposes; provided, however, that in no event shall the foregoing be construed as precluding Landlord from (i) covering or blocking such windows on a temporary basis in connection with Landlord’s repairs, maintenance, cleaning and/or renovation of the exterior of the Building or (ii) installing window tinting, shades or blinds in an effort as a cost saving measure designed to reduce Operating Expenses.

ARTICLE 15

DEFAULT

Section 15.1 Tenant’s Defaults. Each of the following events shall be an “Event of Default” hereunder:

(a) Tenant fails to pay when due any installment of Rent, and such failure continues for more than five (5) Business Days after written notice by Landlord to Tenant of such default; or

(b) Except as otherwise specifically set forth in this Section 15.1, Tenant fails to observe or perform any other term, covenant or condition of this Lease and such failure continues for more than 30 days (or 5 Business Days with respect to a failure under Article 3, Article 9 or Section 26.10) after written notice by Landlord to Tenant of such default, or if such default (other than a default under Article 3, Article 9 or Section 26.10) is of a nature that it cannot be completely remedied within 30 days, failure by Tenant to commence to remedy such failure within said 30 days, and thereafter diligently prosecute to completion all steps necessary to remedy such default, provided in all events the same is completed within 90 days (which ninety (90) day period shall be subject to extension for Unavoidable Delays); or

(c) if Landlord applies or retains any part of the security held by it hereunder, and Tenant fails to deposit with Landlord the amount so applied or retained by Landlord, within 5 Business Days after written notice by Landlord to Tenant stating the amount applied, retained or drawn, as applicable; or

(d) Tenant files a voluntary petition in bankruptcy or insolvency, or is adjudicated a bankrupt or insolvent, or files any petition or answer seeking any reorganization, liquidation, dissolution or similar relief under any present or future federal bankruptcy act or any other present or future applicable federal, state or other statute or law, or makes an assignment for the benefit of creditors or seeks or consents to or acquiesces in the appointment of any trustee, receiver, liquidator or other similar official for Tenant or for all or any part of Tenant’s property; or

(e) A court of competent jurisdiction shall enter an order, judgment or decree adjudicating Tenant bankrupt, or appointing a trustee, receiver or liquidator of Tenant, or of the whole or any substantial part of its property, without the consent of Tenant, or approving a petition filed against Tenant seeking reorganization or arrangement of Tenant under the bankruptcy laws of the United States, as now in effect or hereafter amended, or any state thereof, and such order, judgment or decree shall not be vacated or set aside or stayed within 60 days from the date of entry thereof.

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The notice periods provided herein are in lieu of, and not in addition to, any notice periods provided by applicable Requirements.

Section 15.2 Landlord’s Remedies. (a) Upon the occurrence of an Event of Default, Landlord, at its option, and without limiting the exercise of any other right or remedy Landlord may have on account of such Event of Default (subject, however, to the terms hereof), and without any further demand or notice, may terminate this Lease, in which event this Lease and the Term shall immediately come to an end and expire (whether or not the Term shall have commenced) with the same force and effect as if the date of Landlord’s termination was the Expiration Date stated herein; and Tenant shall then quit and surrender the Premises to Landlord, but Tenant shall remain liable for damages as provided in this Article 15, and/or, to the extent permitted by law, Landlord may remove all persons and property from the Premises, which property shall be stored by Landlord at a warehouse or elsewhere at the risk, expense and for the account of Tenant.

(b) If Landlord elects to terminate this Lease, pursuant to Section 1951.2 of the California Civil Code, Landlord shall be entitled to recover from Tenant the aggregate of:

(i) The worth at the time of award of the unpaid rent earned as of the date of the termination hereof;

(ii) The worth at the time of award of the amount by which the unpaid rent which would have been earned after the date of termination hereof until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided;

(iii) The worth at the time of award of the amount by which the unpaid rent for the balance of the Term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided;

(iv) Any other amount necessary to compensate Landlord for the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which, in the ordinary course of things, would be likely to result therefrom; and

(v) Any other amount which Landlord may hereafter be permitted to recover from Tenant to compensate Landlord for the detriment caused by Tenant’s default.

For the purposes of this Section 15.2(b), “rent” shall be deemed to be and to mean all sums of every nature required to be paid by Tenant pursuant to the terms of this Lease, whether to Landlord or to others, the “time of award” shall mean the date upon which the judgment in any action brought by Landlord against Tenant by reason of such Event of Default is entered or such earlier date as the court may determine; the “worth at the time of award” of the amounts referred to in Sections 15.2(b)(i) and 15.2(b)(ii) shall be computed by allowing interest on such amounts at the Interest Rate; and the “worth at the time of award” of the amount referred to in Section 15.2(b)(iii) shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus 1% per annum. Tenant agrees that such charges shall be recoverable by Landlord under California Code of Civil Procedure Section 1174(b) or any similar, successor or related provision of law.

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Section 15.3 Recovering Rent as It Comes Due. Upon any Event of Default, in addition to any other remedies available to Landlord at law or in equity or under this Lease (subject, however, to the terms hereof), Landlord shall have the remedy described in California Civil Code Section 1951.4 (lessor may continue lease in effect after lessee’s breach and abandonment and recover rent as it becomes due, if lessee has the right to sublet or assign, subject only to reasonable limitations). Accordingly, if Landlord does not elect to terminate this Lease, Landlord may, from time to time, enforce all of its rights and remedies under this Lease, including the right to recover all Rent as it becomes due. Such remedy may be exercised by Landlord without prejudice to its right thereafter to terminate this Lease in accordance with the other provisions contained in this Article 15. Landlord’s reentry to perform acts of maintenance or preservation of, or in connection with efforts to relet, the Premises, or any portion thereof, or the appointment of a receiver upon Landlord’s initiative to protect Landlord’s interest under this Lease shall not terminate Tenant’s right to possession of the Premises or any portion thereof and, until Landlord elects to terminate this Lease, this Lease shall continue in full force and Landlord may pursue all its remedies hereunder. Nothing in this Article 15 shall be deemed to affect Landlord’s right to indemnification, under the indemnification clauses contained in this Lease, for Losses arising from events occurring prior to the termination of this Lease.

Section 15.4 Reletting on Tenant’s Behalf. If Tenant abandons the Premises or if Landlord elects to reenter or takes possession of the Premises pursuant to any legal proceeding or pursuant to any notice provided by Requirements, and until Landlord elects to terminate this Lease, Landlord may, from time to time, without terminating this Lease, recover all Rent as it becomes due pursuant to Section 15.3 and/or relet the Premises or any part thereof for the account of and on behalf of Tenant, on any terms, for any term (whether or not longer than the Term), and at any rental as Landlord in its reasonable discretion may deem advisable, and Landlord may make any Work of Improvement to the Premises in connection therewith. Tenant hereby irrevocably constitutes and appoints Landlord as its attorney-in-fact, which appointment shall be deemed coupled with an interest and shall be irrevocable, for purposes of reletting the Premises pursuant to the immediately preceding sentence. If Landlord elects to so relet the Premises on behalf of Tenant, then rentals received by Landlord from such reletting shall be applied:

(a) First, to reimburse Landlord for the costs and expenses of such reletting (including costs and expenses of retaking or repossessing the Premises, removing persons and property therefrom, securing new tenants, and, if Landlord maintains and operates the Premises, the costs thereof) and necessary or reasonable Work of Improvement.

(b) Second, to the payment of any indebtedness of Tenant to Landlord other than Rent due and unpaid hereunder.

(c) Third, to the payment of Rent due and unpaid hereunder, and the residue, if any, shall be held by Landlord and applied in payment of other or future obligations of Tenant to Landlord as the same may become due and payable.

Should the rentals received from such reletting, when applied in the manner and order indicated above, at any time be less than the total amount owing from Tenant pursuant to this Lease, then Tenant shall pay such deficiency to Landlord, and if Tenant does not pay such deficiency within 5 days of delivery of notice thereof to Tenant, Landlord may bring an action against Tenant for recovery of such deficiency or pursue its other remedies hereunder or under California Civil Code Section 1951.8, California Code of Civil Procedure Section 1161 et seq., or any similar, successor or related Requirements.

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Section 15.5 General. (a) All rights, powers and remedies of Landlord hereunder and under any other agreement now or hereafter in force between Landlord and Tenant shall be cumulative and not alternative and shall be in addition to all rights, powers and remedies given to Landlord at law or in equity (in each case, however, subject to the terms of this Lease). The exercise of any one or more of such rights or remedies shall not impair Landlord’s right to exercise any other right or remedy including any and all rights and remedies of Landlord under California Civil Code Section 1951.8, California Code of Civil Procedure Section 1161 et seq., or any similar, successor or related Requirements.

(b) If, after Tenant’s abandonment of the Premises, Tenant leaves behind any of Tenant’s Property, then Landlord shall store such Tenant’s Property at a warehouse or any other location at the risk, expense and for the account of Tenant, and such property shall be released only upon Tenant’s payment of such charges, together with moving and other costs relating thereto and all other sums due and owing under this Lease. If Tenant does not reclaim such Tenant’s Property within the period permitted by law, Landlord may sell such Tenant’s Property in accordance with law and apply the proceeds of such sale to any sums due and owing hereunder, or retain said Property, granting Tenant credit against sums due and owing hereunder for the reasonable value of such Property.

(c) To the extent permitted by law, Tenant hereby waives all provisions of, and protections under, any Requirement to the extent same are inconsistent and in conflict with specific terms and provisions hereof.

Section 15.6 Interest. If any payment of Rent is not paid when due, interest shall accrue on such payment, from the date such payment became due until paid at the Interest Rate. Tenant acknowledges that late payment by Tenant of Rent will cause Landlord to incur costs not contemplated by this Lease, the exact amount of such costs being extremely difficult and impracticable to fix. Such costs include, without limitation, processing and accounting charges, and late charges that may be imposed on Landlord by the terms of any note secured by a Mortgage covering the Premises. Therefore, in addition to interest, if any amount is not paid when due, a late charge equal to 5% of such amount shall be assessed; provided, however, that on 2 occasions during any calendar year of the Term, Landlord shall give Tenant notice of such late payment and Tenant shall have a period of 5 Business Days thereafter in which to make such payment before any late charge is assessed. Such interest and late charges are separate and cumulative and are in addition to and shall not diminish or represent a substitute for any of Landlord’s rights or remedies under any other provision of this Lease.

Section 15.7 Other Rights of Landlord. If an Event of Default exists in the payment of Rent, Tenant waives Tenant’s right, if any, to designate the items against which any payments made by Tenant are to be credited, and Landlord may apply any payments made by Tenant to any items Landlord sees fit, regardless of any request by Tenant.

Section 15.8 Landlord Default. Notwithstanding any provision to the contrary contained in this Lease, Landlord shall be in default under this Lease if Landlord fails to perform any obligation required to be performed by Landlord pursuant to this Lease within thirty (30) days after the receipt of written notice from Tenant specifying in detail Landlord’s failure to perform; provided, however, if the nature of Landlord’s obligation is such that more than thirty (30) days are required for its performance, then Landlord shall not be in default under this Lease if it shall commence such performance within such thirty (30) day period and thereafter diligently pursue the same to completion. Upon any such default by Landlord under this Lease, Tenant may, except as otherwise specifically provided in this Lease to the contrary, exercise any of its rights provided at law or in equity.

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ARTICLE 16

LANDLORD’S RIGHT TO CURE; FEES AND EXPENSES

If Tenant defaults in the performance of its obligations under this Lease, Landlord, without waiving such default, may perform such obligations at Tenant’s expense: (a) immediately, and without notice, in the case of emergency or, within ten (10) Business Days following written notice thereof from Landlord, if the default (i) materially interferes with the use by any other tenant or occupant of the Building, (ii) materially interferes with the efficient operation of the Building, (iii) results in a violation of any Requirement, or (iv) results or will result in a cancellation of any insurance policy maintained by Landlord, and (b) in any other case if such an Event of Default continues after ten (10) Business Days from the date Landlord gives written notice of Landlord’s intention to perform the defaulted obligation. All reasonable costs and expenses incurred by Landlord in connection with any such performance by it and all reasonable costs and expenses, including reasonable counsel fees and disbursements, incurred by Landlord in any action or proceeding (including any unlawful detainer proceeding) brought by Landlord or in which Landlord is a party to enforce any obligation of Tenant under this Lease and/or right of Landlord in or to the Premises or as a result of any such default by Tenant under this Lease, shall be paid by Tenant to Landlord within thirty (30) days after receipt of Landlord’s invoice for such amount (accompanied by copies of invoice(s) evidencing such costs), with interest thereon at the Interest Rate from the date incurred by Landlord. Except as expressly provided to the contrary in this Lease, all costs and expenses which, pursuant to this Lease are incurred by Landlord and payable to Landlord by Tenant, and all charges, amounts and sums payable to Landlord by Tenant pursuant to this Lease for any property, material, labor, utility or other services which are attributable directly to Tenant’s use and occupancy of the Premises or presence at the Building, or at the request and for the account of Tenant, are provided, furnished or rendered by Landlord, shall become due and payable by Tenant to Landlord within thirty (30) days after receipt of Landlord’s invoice for such amount (accompanied by reasonable documentation evidencing such costs, such as copies of invoice(s) therefor).

ARTICLE 17

NO REPRESENTATIONS BY LANDLORD; LANDLORD’S APPROVAL

Section 17.1 No Representations. Except as expressly set forth herein, Landlord and Landlord’s agents have made no warranties, representations, statements or promises with respect to the Project, the Building or the Premises and no rights, easements or licenses are acquired by Tenant by implication or otherwise. Tenant is entering into this Lease after reasonable investigation and is not relying upon any statement or representation made by Landlord not embodied in this Lease.

Section 17.2 No Money Damages. Wherever in this Lease Landlord’s consent or approval is required, if Landlord refuses to grant such consent or approval, whether or not Landlord expressly agreed that such consent or approval would not be unreasonably withheld, Tenant shall not make or exercise, and Tenant hereby waives, any claim for money damages (including any claim by way of set-off, counterclaim or defense) based upon Tenant’s claim or assertion that Landlord unreasonably withheld or delayed its consent or approval. Subject to Section 26.24 below, Tenant’s sole remedy shall be an action or proceeding to enforce such provision, by specific performance, injunction or declaratory judgment; provided, however, any dispute between Landlord and Tenant under Article 13 above shall be determined by arbitration pursuant to the expedited procedures of JAMS (or its successor entity), the parties acknowledging that Section

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26.24 below shall apply to any such arbitration. In no event shall Landlord or the Parties (as that term is defined in Section 26.3, below) be liable for, and Tenant, on behalf of itself and all other Tenant Parties, hereby waives any claim for, any indirect, consequential or punitive damages, including loss of profits or business opportunity, arising under or in connection with the Lease Documents.

Section 17.3 Reasonable Efforts. For purposes of this Lease, “reasonable efforts” by Landlord shall not include an obligation to employ contractors or labor at overtime or other premium pay rates or to incur any other overtime costs or additional expenses whatsoever.

ARTICLE 18

END OF TERM

Section 18.1 Expiration. Upon the expiration or other termination of this Lease, Tenant shall quit and surrender the Premises to Landlord vacant, broom clean and in good order and condition, ordinary wear and tear and damage for which Tenant is not responsible under the terms of this Lease excepted, and Tenant shall remove all of Tenant’s Property (other than any data, telephone or other cabling installed by Tenant), as well as any Specialty Alterations required to be removed pursuant to the terms of this Lease.

Section 18.2 Holdover Rent. Landlord and Tenant recognize that Landlord’s damages resulting from Tenant’s failure to timely surrender possession of the Premises may be substantial, may exceed the amount of the Rent payable hereunder, and will be impossible to accurately measure. Accordingly, if possession of the Premises is not surrendered to Landlord on the Expiration Date or sooner termination of this Lease, in addition to any other rights or remedies Landlord may have hereunder or at law (subject to the terms hereof), Tenant shall pay to Landlord, an amount equal to the sum of: (i) for the first two (2) months (or any portion thereof) that Tenant holds over in the Premises after the Expiration Date or sooner termination of this Lease, one-and-a-half (1-1/2) times the Fixed Rent payable under this Lease for the last full calendar month of the Term, and (ii) thereafter, two (2) times the Fixed Rent payable under this Lease for the last full calendar month of the Term for each month (or any portion thereof) during which Tenant holds over in the Premises during such period, as calculated on a monthly basis, and (iii) the full amount of Tenant’s Operating Payment and Tenant’s Tax Payment attributable to such holdover period. In addition to the foregoing, provided Landlord notifies Tenant that Landlord has entered into a lease for all or any part of the Premises with a New Tenant (defined below) and will require delivery of the Premises on a timely basis, if and to the extent that Tenant fails to vacate the Premises within 30 days following the later to occur of (x) the delivery by Landlord of such notice and (y) the expiration or earlier termination of this Lease, Tenant shall (a) be liable to Landlord for any payment or rent concession which Landlord may be required to make to any tenant obtained by Landlord for all or any part of the Premises (a “New Tenant”) in order to induce such New Tenant not to terminate its lease by reason of the holding-over by Tenant, and (b) be liable to Landlord for the loss of the benefit of the bargain if such New Tenant shall terminate its lease by reason of the holding-over by Tenant, and (c) indemnify Landlord against all claims for damages by such New Tenant. No holding-over by Tenant, nor the payment to Landlord of the amounts specified above, shall operate to extend the Term hereof. Nothing herein contained shall be deemed to permit Tenant to retain possession of the Premises after the Expiration Date or sooner termination of this Lease, and no acceptance by Landlord of payments from Tenant after the Expiration Date or sooner termination of this Lease shall be deemed to be other than on account of the amount to be paid by Tenant in accordance with the provisions of this Section 18.2.

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ARTICLE 19

QUIET ENJOYMENT

Provided this Lease is in full force and effect and no Event of Default then exists, Tenant may peaceably and quietly enjoy the Premises without hindrance by Landlord or any person lawfully claiming through or under Landlord, subject to the terms and conditions of this Lease and to the lien of all Superior Leases and Mortgages.

ARTICLE 20

NO SURRENDER; NO WAIVER

Section 20.1 No Surrender or Release. No act or thing done by Landlord or Landlord’s agents or employees during the Term shall be deemed an acceptance of a surrender of the Premises, and no provision of this Lease shall be deemed to have been waived by Landlord or Tenant, unless such waiver is in writing and is signed by Landlord or Tenant, as applicable, except to the extent expressly provided otherwise in this Lease.

Section 20.2 No Waiver. The failure of either party to seek redress for violation of, or to insist upon the strict performance of, any covenant or condition of this Lease, or any of the Rules and Regulations, shall not be construed as a waiver or relinquishment for the future performance of such obligations of this Lease or the Rules and Regulations, or of the right to exercise such election but the same shall continue and remain in full force and effect with respect to any subsequent breach, act or omission. The receipt by Landlord of any Rent payable pursuant to this Lease or any other sums with knowledge of the breach of any covenant of this Lease shall not be deemed a waiver of such breach. No payment by Tenant or receipt by Landlord of a lesser amount than the monthly Rent herein stipulated shall be deemed to be other than a payment on account of the earliest stipulated Rent, or as Landlord may elect to apply such payment, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such Rent or pursue any other remedy provided in this Lease.

ARTICLE 21

WAIVER OF TRIAL BY JURY; COUNTERCLAIM

Section 21.1 Jury Trial Waiver. THE PARTIES HEREBY AGREE THAT THIS LEASE CONSTITUTES A WRITTEN CONSENT TO WAIVER OF TRIAL BY JURY PURSUANT TO THE PROVISIONS OF CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 631 AND EACH PARTY DOES HEREBY CONSTITUTE AND APPOINT THE OTHER PARTY ITS TRUE AND LAWFUL ATTORNEY-IN-FACT, WHICH APPOINTMENT IS COUPLED WITH AN INTEREST, AND EACH PARTY DOES HEREBY AUTHORIZE AND EMPOWER THE OTHER PARTY, IN THE NAME, PLACE AND STEAD OF SUCH PARTY, TO FILE THIS LEASE WITH THE CLERK OR JUDGE OF ANY COURT OF COMPETENT JURISDICTION AS AND SOLELY FOR THE PURPOSE OF A STATUTORY WRITTEN CONSENT TO WAIVER OF TRIAL BY JURY.

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LANDLORD’S INITIALS: /s/MBB TENANT’S INITIALS: /s/DGD

Section 21.2 Waiver of Counterclaim. If Landlord commences any unlawful detainer action against Tenant, Tenant will not interpose any counterclaim of any nature or description in any such proceeding (unless failure to interpose such counterclaim would preclude Tenant from asserting in a separate action the claim which is the subject of such counterclaim).

ARTICLE 22

NOTICES

Except as otherwise expressly provided in this Lease, all consents, notices, demands, requests, approvals or other communications given under this Lease shall be in writing and shall be deemed sufficiently given or rendered if delivered by hand (provided a signed receipt is obtained) or if sent by registered or certified mail (return receipt requested) or for next Business Day delivery by a nationally recognized overnight delivery service making receipted deliveries, addressed to Landlord and Tenant as set forth in Article 1, and to any Mortgagee or Lessor who shall require copies of notices and whose address is provided to Tenant, or to such other address(es) as Landlord, Tenant or any such Mortgagee or Lessor may designate as its new address(es) for such purpose by notice given to the other in accordance with the provisions of this Article 22. Any such approval, consent, notice, demand, request or other communication shall be deemed to have been given on the date of receipted delivery, refusal to accept delivery or when delivery is first attempted but cannot be made due to a change of address for which no notice is given or 3 Business Days after it shall have been mailed as provided in this Article 22, whichever is earlier.

ARTICLE 23

RULES AND REGULATIONS

All Tenant Parties shall observe and comply with the Rules and Regulations, as supplemented or amended from time to time as provided herein. Landlord reserves the right, from time to time, to adopt additional reasonable Rules and Regulations and to amend the Rules and Regulations then in effect as, in Landlord’s reasonable judgment, may, from time to time, be necessary to govern, restrict, or control Tenant’s conduct and the conduct of all Tenant Parties in order to preserve and protect the first-class character of the Building and the Project and good order therein, and for the management, safety, care and cleanliness of the Premises, Building, and Project, provided that any such amendments or supplements are provided to Tenant in writing. Nothing contained in this Lease shall impose upon Landlord any obligation to enforce the Rules and Regulations or terms, covenants or conditions in any other lease against any other Building tenant, and Landlord shall not be liable to Tenant for violation of the same by any other tenant, its employees, agents, visitors or licensees, provided that Landlord shall enforce the Rules or Regulations against Building tenants in a non-discriminatory fashion. To the extent that any Rules or Regulations conflict with the express terms of this Lease, the terms of this Lease shall control.

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ARTICLE 24

BROKER

Landlord has retained Landlord’s Agent as leasing agent in connection with this Lease and Landlord will be solely responsible for any fee that may be payable to Landlord’s Agent. Landlord agrees to pay a commission to Tenant’s Broker pursuant to a separate written agreement between Landlord and Tenant’s Broker. Each of Landlord and Tenant represents and warrants to the other that neither it nor its agents have dealt with any broker in connection with this Lease other than Landlord’s Agent and Tenant’s Broker. Each of Landlord and Tenant shall indemnify, defend, protect and hold the other party harmless from and against any and all Losses which the indemnified party may incur by reason of any claim of or liability to any broker, finder or like agent (other than Landlord’s Agent and Tenant’s Broker) arising out of any dealings claimed to have occurred between the indemnifying party and the claimant in connection with this Lease, and/or the above representation being false.

ARTICLE 25

INDEMNITY

Section 25.1 Waiver of Liability. Except as may be otherwise provided in this Lease, neither Landlord nor any of its Indemnitees shall be liable or responsible in any way for, and Tenant hereby waives all claims against the Indemnitees with respect to or arising out of (a) any death or any injury of any nature whatsoever that may be suffered or sustained by Tenant or any employee, licensee, invitee, guest, agent or customer of Tenant or any other person, from any causes whatsoever except to the extent such injury or death is caused by the active negligence or willful misconduct of the Indemnitees; or (b) any loss or damage or injury to any property outside or within the Premises belonging to Tenant or its employees, agents, customers, licensees, invitees, guests or any other person; except to the extent such injury or damage is to property not covered by insurance carried (or required to be carried) by Tenant and is caused by the gross negligence or willful misconduct of the Indemnitees. Subject to the foregoing and except as may otherwise be provided in this Lease, none of the Indemnitees shall be liable for any damage or damages of any nature whatsoever to persons or property caused by explosion, fire, theft or breakage, by sprinkler, drainage or plumbing systems, by failure for any cause to supply adequate drainage, by the interruption of any public utility or service, by steam, gas, water, rain or other substances leaking, issuing or flowing into any part of the Premises, by natural occurrence, acts of the public enemy, riot, strike, insurrection, war, court order, requisition or order of governmental body or authority, or for any damage or inconvenience which may arise through repair, maintenance or alteration of any part of the Building, or by anything done or omitted to be done by any tenant, occupant or person in the Building. In addition, none of the Indemnitees shall be liable for any loss or damage for which Tenant is required to insure.

Section 25.2 Tenant’s Indemnity. Tenant shall not do or knowingly permit the Tenant Parties or any Tenant Indemnitees (defined below) to do any act or thing upon the Premises or the Project which may subject Landlord to any liability or responsibility for injury, damages to persons or property or to any liability by reason of any violation of any Requirement, and shall exercise such reasonable control over the Premises as to fully protect Landlord against any such liability. Except to the extent of any such injury or damage resulting from the gross negligence or willful misconduct of the Indemnitees, and except for any damage to any property of Landlord as to which Section 11.2 of this Lease is applicable, Tenant shall indemnify, defend, protect and hold harmless each of the Indemnitees from and against any and all Losses, to the extent resulting from any claims (i) against the Indemnitees arising from the negligence or willful misconduct of any Tenant Party, and (ii) against the Indemnitees arising from any accident, injury or damage to any person or to the property of any person and occurring in or about the Premises. Notwithstanding any provision to the contrary in this Lease, in no event shall Tenant have any liability to Landlord for any indirect damages or consequential losses, except with respect to claims for damages incurred by Landlord in connection with a holdover of the Premises by Tenant to the extent provided in Section 18.2 above.

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Section 25.3 Landlord’s Indemnity. Except to the extent of any such injury or damage resulting from the negligence or willful misconduct of Tenant, its partners, officers, shareholders, directors, members, managers, trustees, beneficiaries, employees, principals, contractors, servants, agents, and representatives (collectively, the “Tenant Indemnitees”), and except for any damage to any property of Tenant as to which Section 11.2 of this Lease is applicable, Landlord shall indemnify, protect, defend and hold harmless Tenant and the Tenant Indemnitees from and against any and all Losses to the extent resulting from any claims against the Tenant Indemnitees arising from the gross negligence or willful misconduct of any of the Parties. Further, Tenant’s agreement to indemnify, defend and hold the Indemnitees harmless and Landlord’s agreement to indemnify, defend and hold the Tenant Indemnitees harmless pursuant to this Article 25 are not intended to and shall not relieve any insurance carrier of its obligations under policies required to be carried pursuant to the provisions of this Lease, to the extent such policies cover, or if carried, would have covered, the matters, subject to the parties’ respective indemnification, defense and/or hold harmless obligations; nor shall they supersede any inconsistent agreement of the parties set forth in any other provision of this Lease.

Section 25.4 Defense and Settlement. If any claim, action or proceeding is made or brought against any indemnified party, then upon demand by such indemnified party, the indemnifying party, at its sole cost and expense, shall resist or defend such claim, action or proceeding in the indemnified party’s name (if necessary), by attorneys approved by the indemnified party, which approval shall not be unreasonably withheld (attorneys for the indemnifying party’s insurer shall be deemed approved for purposes of this Section 25.4). Notwithstanding the foregoing, an indemnified party may retain its own attorneys to participate or assist in defending any claim, action or proceeding involving potential liability in excess of the amount available under the indemnifying party’s liability insurance carried under Section 11.1 or otherwise carried by such party for such claim and the indemnifying party shall pay the reasonable fees and disbursements of such attorneys. If the indemnifying party fails to diligently defend or if there is a legal conflict or other conflict of interest, then the indemnified party may retain separate counsel at the indemnifying party’s expense. Notwithstanding anything herein contained to the contrary, the indemnifying party may direct the indemnified party to settle any claim, suit or other proceeding provided that (a) such settlement shall involve no obligation on the part of the indemnified party other than the payment of money, (b) any payments to be made pursuant to such settlement shall be paid in full exclusively by the indemnifying party at the time such settlement is reached, (c) such settlement shall not require the indemnified party to admit any liability, and (d) the indemnified party shall have received an unconditional release from the other parties to such claim, suit or other proceeding.

ARTICLE 26

MISCELLANEOUS

Section 26.1 Delivery. This Lease shall not be binding upon Landlord or Tenant unless and until Landlord and Tenant shall have executed and delivered a fully executed copy of this Lease to the other party.

Section 26.2 Transfer of Office Project. Landlord’s obligations under this Lease shall not be binding upon the Landlord named herein for the period of time arising from and after the sale, conveyance, assignment or transfer (collectively, a “Landlord Transfer”) by such Landlord (or upon any subsequent landlord after the Landlord Transfer by such subsequent landlord) of its interest in the Building or the Project, as the case may be, provided that the transferee of such Landlord Transfer assumes such obligations of Landlord in writing (the “Transferee

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Assumption”), and in the event of any such Landlord Transfer and the Transferee Assumption, Landlord (and any such subsequent Landlord) shall be entirely freed and relieved of all covenants and obligations of Landlord hereunder arising from and after the date of the Landlord Transfer, and the transferee of Landlord’s interest (or that of such subsequent Landlord) in the Building or the Project, as the case may be, shall be deemed to have assumed all obligations under this Lease arising from and after the date of the Landlord Transfer.

Section 26.3 Limitation on Liability. The liability of Landlord for Landlord’s obligations under this Lease and any other documents executed by Landlord and Tenant in connection with this Lease (collectively, the “Lease Documents”) shall be limited to Landlord’s interest in the Office Project (including any rent, insurance and condemnation proceeds related to the Project and actually received by Landlord, but subject to any superior rights of any third parties), and Tenant shall not look to any other property or assets of Landlord or the property or assets of any direct or indirect partner, member, manager, shareholder, director, officer, principal, employee or agent of Landlord (collectively, the “Parties”) in seeking either to enforce Landlord’s obligations under the Lease Documents or to satisfy a judgment for Landlord’s failure to perform such obligations; and none of the Parties shall be personally liable for the performance of Landlord’s obligations under the Lease Documents. Landlord shall not look to the property or assets of any of Tenant’s direct or indirect partners, members, managers, shareholders, directors, officers, principals, employees or agents of Tenant, nor their heirs, legal representatives, successor or assigns (collectively, the “Tenant Exculpated Parties”), in seeking either to enforce Tenant’s obligations under the Lease Documents or to satisfy a judgment for Tenant’s failure to perform such obligations; and none of the Tenant Exculpated Parties shall be personally liable for the performance of Tenant’s obligations under the Lease Documents.

Section 26.4 Rent. All amounts payable by Tenant to or on behalf of Landlord under this Lease, whether or not expressly denominated Fixed Rent, Tenant’s Tax Payment, Tenant’s Operating Payment, Additional Rent or Rent, shall constitute rent for the purposes of Section 502(b)(6) of the United States Bankruptcy Code.

Section 26.5 Entire Document. This Lease (including any Schedules and Exhibits referred to herein and all supplementary agreements provided for herein) contains the entire agreement between the parties and all prior negotiations and agreements are merged into this Lease. All of the Schedules and Exhibits attached hereto are incorporated in and made a part of this Lease, provided that in the event of any inconsistency between the terms and provisions of this Lease and the terms and provisions of the Schedules and Exhibits hereto, the terms and provisions of this Lease shall control.

Section 26.6 Governing Law. This Lease shall be governed in all respects by the laws of the State of California.

Section 26.7 Unenforceability. If any provision of this Lease, or its application to any person or entity or circumstance, shall ever be held to be invalid or unenforceable, then in each such event the remainder of this Lease or the application of such provision to any other person or entity or any other circumstance (other than those as to which it shall be invalid or unenforceable) shall not be thereby affected, and each provision hereof shall remain valid and enforceable to the fullest extent permitted by law.

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Section 26.8 Lease Disputes. (a) Except as otherwise provided in Section 2.8(b) of this Lease, Landlord and Tenant agree that all disputes arising, directly or indirectly, out of or relating to this Lease, and all actions to enforce this Lease, shall be dealt with and adjudicated in the state courts of the State of California or the United States District Court for the Northern District of California and for that purpose each hereby expressly and irrevocably submits itself to the jurisdiction of such courts. Landlord and Tenant agree that so far as is permitted under applicable law, this consent to personal jurisdiction shall be self-operative and no further instrument or action, other than service of process in one of the manners specified in this Lease, or as otherwise permitted by law, shall be necessary in order to confer jurisdiction upon it in any such court.

(b) To the extent that Tenant has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Tenant irrevocably waives such immunity in respect of its obligations under this Lease.

Section 26.9 Landlord’s Agent. Unless Landlord delivers notice to Tenant to the contrary, Landlord’s Agent is authorized to act as Landlord’s agent in connection with the performance of this Lease, and Tenant shall be entitled to rely upon correspondence received from Landlord’s Agent. Tenant acknowledges that Landlord’s Agent is acting solely as agent for Landlord in connection with the foregoing; and neither Landlord’s Agent nor any of its direct or indirect partners, members, managers, officers, shareholders, directors, employees, principals, agents or representatives shall have any liability to Tenant in connection with Landlord’s performance of this Lease, and Tenant waives any and all claims against any and all of such parties arising out of, or in any way connected with, this Lease, the Building or the Project.

Section 26.10 Estoppel.

(a) Within ten (10) Business Days following written request from Landlord, Tenant shall deliver to Landlord a statement executed and acknowledged by Tenant, in a commercially reasonable form reasonably satisfactory to Landlord and Tenant, but in any event, (a) stating the Commencement Date and the Expiration Date, and (if true) that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (b) setting forth the date to which the Fixed Rent and any Additional Rent have been paid, together with the amount of monthly Fixed Rent and Additional Rent then payable, (c) stating whether or not, to Tenant’s actual knowledge, Landlord is in default under this Lease, and, if Landlord is in default, setting forth the specific nature of all such defaults, (d) stating the amount of the Security Deposit, if any, under this Lease, (e) stating whether there are any subleases or assignments affecting the Premises, (f) stating the address of Tenant to which all notices and communications under the Lease shall be sent, and (g) stating to Tenant’s actual knowledge such other factual matters as reasonably requested by Landlord (which may include such other factual matters reasonably requested to be included by any Mortgagee or Lessor). Tenant acknowledges that any statement delivered pursuant to this Section 26.10 may be relied upon by any purchaser or owner of the Project or the Building, or all or any portion of Landlord’s interest in the Project or the Building or any Superior Lease, or by any Mortgagee, or assignee thereof or by any Lessor, or assignee thereof.

(b) Within ten (10) Business Days following written request from Tenant, Landlord shall deliver to Tenant a statement executed and acknowledged by Landlord, in a commercially reasonable form reasonably satisfactory to Landlord and Tenant, but in any event, (a) stating the Commencement Date and the Expiration Date, and (if true) that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (b) setting forth the date to which the Fixed Rent and any Additional Rent have been paid, together with the amount of monthly Fixed Rent and Additional Rent then payable, (c) stating whether or

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not, to Landlord’s actual knowledge, Tenant is in default under this Lease, and, if Tenant is in default, setting forth the specific nature of all such defaults, (d) stating the amount of the Security Deposit, if any, under this Lease, (e) stating the address of Landlord to which all notices and communications under this Lease shall be sent, and (f) stating to Landlord’s actual knowledge such other factual matters as reasonably requested by Tenant (which may include such other factual matters reasonably requested to be included by any accountant of Tenant, prospective assignee or subtenant of Tenant, or other person or entity acquiring all or part of Tenant’s business operations). Landlord acknowledges that any statement delivered pursuant to this Section 26.10 may be relied upon by Tenant and any prospective or actual assignee of Tenant (including, without limitation, any deemed assignee pursuant to Section 13.8(a) above).

Section 26.11 Certain Interpretational Rules. For purposes of this Lease, whenever the words “include”, “includes”, or “including” are used, they shall be deemed to be followed by the words “without limitation” and, whenever the circumstances or the context requires, the singular shall be construed as the plural, the masculine shall be construed as the feminine and/or the neuter and vice versa. This Lease shall be interpreted and enforced without the aid of any canon, custom or rule of law requiring or suggesting construction against the party drafting or causing the drafting of the provision in question. The captions in this Lease are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this Lease or the intent of any provision hereof.

Section 26.12 Parties Bound. The terms, covenants, conditions and agreements contained in this Lease shall bind and inure to the benefit of Landlord and Tenant and, except as otherwise provided in this Lease, to their respective legal representatives, successors, and assigns.

Section 26.13 Memorandum of Lease. This Lease shall not be recorded; however, at Landlord’s request, Landlord and Tenant shall promptly execute, acknowledge and deliver a memorandum with respect to this Lease sufficient for recording and Landlord may record the memorandum. Within 10 Business Days after the end of the Term, Tenant shall enter into such documentation as is reasonably required by Landlord to remove the memorandum of record.

Section 26.14 Counterparts. This Lease and any other Lease Documents may be executed in 2 or more counterparts, which may be delivered electronically, via facsimile or by other means. Each party may rely upon signatures delivered electronically or via facsimile as if such signatures were originals. Each party that delivers counterparts electronically or via facsimile shall endeavor thereafter to deliver counterparts containing original signatures to the other party; however, the failure to deliver counterparts containing original signatures shall not affect the validity of any counterparts previously delivered electronically or via facsimile. Each counterpart of this Lease (or of any of the other Lease Documents, as the case may be) shall be deemed to be an original thereof, and all such counterparts (including those delivered electronically or via facsimile), when taken together, shall constitute one and the same instrument.

Section 26.15 Survival. Except as otherwise expressly provided in this Lease, all obligations and liabilities of Landlord or Tenant to the other which accrued before the expiration or other termination of this Lease, and all such obligations and liabilities which by their nature or under the circumstances can only be, or by the provisions of this Lease may be, performed after such expiration or other termination, shall survive the expiration or other termination of this Lease. Without limiting the generality of the foregoing, the rights and obligations of the parties with respect to any indemnity under this Lease, and with respect to any Rent and any other amounts payable under this Lease, shall survive the expiration or other termination of this Lease for any period expressly provided for in this Lease or the applicable statute of limitations if no time period is specified herein.

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Section 26.16 Code Waivers. Tenant hereby waives any and all rights under and benefits of Subsection 1 of Section 1931, 1932, Subdivision 2, 1933, Subdivision 4, 1938 (Tenant hereby acknowledging that the Premises has not undergone inspection by a Certified Access Specialist), 1941, 1942 and 1950.7 (providing that a Landlord may only claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by a tenant or to clean the premises) of the California Civil Code, Section 1265.130 of the California Code of Civil Procedure (allowing either party to petition a court to terminate a lease in the event of a partial taking), and Section 1174(c) of the California Code of Civil Procedure and Section 1951.7 of the California Civil Code (providing for Tenant’s right to satisfy a judgment in order to prevent a forfeiture of this Lease or requiring Landlord to deliver written notice to Tenant of any reletting of the Premises), and any similar law, statute or ordinance now or hereinafter in effect.

Section 26.17 Sustainability Certification. Landlord may, in Landlord’s sole and absolute discretion, elect to apply to obtain or maintain for the Building (or any portion thereof) one or more certifications under the U.S. Green Building Council’s Leadership in Energy and Environmental Design (LEED) rating system, the U.S. EPA’s Energy Star^® rating system, and/or any other similar system or standard (collectively, “Sustainability Certification”) in connection with Landlord’s sustainability practices for the Building (as such sustainability practices are to be determined by Landlord, in its sole and absolute discretion, from time to time). In the event that Landlord elects to pursue such Sustainability Certification, Tenant shall, at Tenant’s sole cost and expense, promptly cooperate with any reasonable efforts by Landlord in connection therewith and provide Landlord with any documentation it may need in order to obtain or maintain the aforementioned Sustainability Certification (which cooperation may include, but shall not be limited to, Tenant complying with certain standards pertaining to the purchase of materials used in connection with any Alterations or improvements undertaken by the Tenant in the Building, the sharing with Landlord of documentation pertaining to any Alterations or improvements undertaken by Tenant in the Building, and the sharing of Tenant’s billing information pertaining to trash removal and recycling related to Tenant’s operations in the Building). All costs of applying and reporting for the Building (or any portion thereof) to seek or maintain Sustainability Certification shall be included in Operating Expenses.

Section 26.18 Inability to Perform. This Lease and the obligation of Tenant to pay Rent hereunder, as well as the obligation of Landlord to pay to or for the benefit of Tenant any amounts required hereunder (including, without limitation, the Tenant Improvement Allowance) shall not be affected, impaired or excused by any Unavoidable Delays. Landlord shall use reasonable efforts to promptly notify Tenant of any Unavoidable Delay which prevents Landlord from fulfilling any of its obligations under this Lease.

Section 26.19 [Intentionally Omitted].

Section 26.20 Financial Statements. Within ten (10) Business Days after Landlord and Tenant have entered into a commercially reasonable confidentiality agreement, but not more frequently than once per calendar year (except in the event of a proposed sale or refinancing of the Building, a material non-monetary default by Tenant under this Lease, or a monetary default by Tenant under this Lease), Tenant shall deliver to Landlord (i) Tenant’s audited financial statements for the prior two (2) most recently completed fiscal years, or (ii) if audited statements for Tenant are not prepared, then unaudited financial statements for such prior two (2) most recent

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fiscal years of Tenant which shall be certified to be true and correct by Tenant’s Chief Financial Officer. Upon Landlord’s request, but not more frequently than once per calendar year (except in the event of a proposed sale or refinancing of the Building, a material non-monetary default by Tenant under this Lease, or a monetary default by Tenant under this Lease), provided that Landlord and Tenant have executed a commercially reasonable confidentiality agreement as contemplated in the preceding sentence, Tenant shall provide such additional information as Landlord may reasonably request to enable Landlord to assess the credit-worthiness of Tenant as a tenant of the Building.

Section 26.21 Development of the Project.

(a) In General. Landlord reserves the right to subdivide all or a portion of the Project. Tenant agrees to execute and deliver, upon demand by Landlord and in the form requested by Landlord, any additional documents needed to conform this Lease to the circumstances resulting from such subdivision. If portions of the Project or property adjacent to the Project (collectively, the “Other Improvements”) are owned or later acquired by an entity other than Landlord or an affiliate of Landlord, Landlord, at its option, may enter into an agreement with the owner or owners of any or all of the Other Improvements to provide (i) for reciprocal rights of access and/or use of the Project and the Other Improvements, (ii) for the common management, operation, maintenance, improvement and/or repair of all or any portion of the Project and the Other Improvements, provided that Tenant’s rights under this Lease are not materially impaired, (iii) for the allocation of a portion of the Operating Expenses and Taxes to the Other Improvements and the operating expenses and taxes for the Other Improvements to the Project, and (iv) for the use or improvement of the Other Improvements and/or the Project in connection with the improvement, construction, and/or excavation of the Other Improvements and/or the Project. Nothing contained herein shall be deemed or construed to limit or otherwise affect Landlord’s right to convey all or any portion of the Project or any other of Landlord’s rights described in this Lease.

(b) Building Renovations. It is specifically understood and agreed that Landlord has made no representation or warranty to Tenant and has no obligation and has made no promises to alter, remodel, improve, renovate, repair or decorate the Premises, the Building, or any part of the Project and that no representations respecting the condition of the Premises or the Project have been made by Landlord to Tenant except as may be specifically set forth herein or in the Work Letter. However, Tenant hereby acknowledges that Landlord may during the Term renovate, improve, alter, or modify (collectively, the “Renovations”) the Project, the Building and/or the Premises, including without limitation the Common Areas, the Building Systems, the roof and structural portions of the Building, which Renovations may include, without limitation, (i) converting Office Project Common Areas to rentable or saleable area, (ii) modifying the Common Areas and tenant spaces to comply with applicable Requirements, including regulations relating to the physically disabled, seismic conditions, and building safety and security, and (iii) installing new floor covering, lighting, and wall coverings in the Common Areas, and in connection with any Renovations, Landlord may, among other things, erect scaffolding or other necessary structures in the Building, limit or eliminate access to portions of the Project, including portions of the Common Areas, or perform work in the Building, which work may create noise, dust or leave debris in the Building. Tenant hereby agrees that such Renovations and Landlord’s actions in connection with such Renovations shall in no way constitute a constructive eviction of Tenant nor entitle Tenant to any abatement of Rent. Landlord shall comply with its applicable obligations under Section 6.3 and Article 14 above, and Landlord shall use commercially reasonable efforts to minimize interference with Tenant’s business operations and shall, to the extent practical, perform any work on Tenant’s floor(s) after normal working hours. Landlord shall have no responsibility or for any reason be liable

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to Tenant for any direct or indirect injury to or interference with Tenant’s business arising from the Renovations, nor shall Tenant be entitled to any compensation or damages from Landlord for loss of the use of the whole or any part of the Premises or of Tenant’s personal property or improvements resulting from the Renovations or Landlord’s actions in connection with such Renovations, or for any inconvenience or annoyance occasioned by such Renovations or Landlord’s actions.

Section 26.22 Tax Status of Beneficial Owner. Tenant recognizes and acknowledges that Landlord and/or certain beneficial owners of Landlord may from time to time qualify as real estate investment trusts pursuant to Sections 856 et seq. of the Tax Code and that avoiding (a) the loss of such status, (b) the receipt of any income derived under any provision of this Lease that does not constitute “rents from real property” (in the case of real estate investment trusts), and (c) the imposition of income, penalty or similar taxes (each an “Adverse Event”) is of material concern to Landlord and such beneficial owners. In the event that this Lease or any document contemplated hereby could, in the opinion of counsel to Landlord, result in or cause an Adverse Event, Tenant agrees to cooperate with Landlord in negotiating an amendment or modification thereof and shall at the request of Landlord execute and deliver such documents reasonably required to effect such amendment or modification; provided that Landlord shall, upon demand, reimburse Tenant for all reasonable legal costs reasonably incurred in connection with any such amendment or modification. Any amendment or modification pursuant to this Section 26.22 shall be structured so that the economic results to Landlord and Tenant shall be substantially similar to those set forth in this Lease without regard to such amendment or modification. Without limiting any of Landlord’s other rights under this Section 26.22, Landlord may waive the receipt of any amount payable to Landlord hereunder and such waiver shall constitute an amendment or modification of this Lease with respect to such payment. Tenant expressly covenants and agrees not to enter into any sublease or assignment which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied, or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such purported sublease or assignment shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy, or utilization of any part of the Premises.

Section 26.23 Authority. If Tenant is a corporation, trust, limited liability company or partnership, each individual executing this Lease on behalf of Tenant hereby represents and warrants that Tenant is a duly formed and existing entity qualified to do business in California and that Tenant has full right and authority to execute and deliver this Lease and that each person signing on behalf of Tenant is authorized to do so.

Section 26.24 Attorneys’ Fees. In the event that either Landlord or Tenant should bring suit for the possession of the Premises, for the recovery of any sum due under this Lease, or because of the breach of any provision of this Lease or for any other relief against the other, then all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing party therein shall be paid by the other party, which obligation on the part of the other party shall be deemed to have accrued on the date of the commencement of such action and shall be enforceable whether or not the action is prosecuted to judgment.

Section 26.25 Abatement of Rent. In the event that Tenant is unable to access or use, and does not access or use, the Premises or any portion thereof, as a result of any failure to provide services, utilities or access to the Premises to the extent Landlord is obligated to provide same under this Lease (any such set of circumstances to be known as an “Abatement Event”), then Tenant shall give Landlord written notice of such Abatement Event, and if such Abatement Event continues for three (3) consecutive Business Days after Landlord’s receipt of any such notice (or ten (10)

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consecutive Business Days with respect to an Abatement Event that is not caused by Landlord or is not within Landlord’s reasonable control to prevent) (as applicable, the “Eligibility Period”), then the Fixed Rent, Tenant’s Tax Payment, and Tenant’s Operating Payment shall be abated or reduced, as the case may be, from and after the expiration of the Eligibility Period for such time that Tenant continues to be unable to so access or use, and does not access or use, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is unable to access or use, and does not access or use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is unable to so access or use, and does not access or use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is unable to effectively conduct its business therein, the Fixed Rent, Tenant’s Tax Payment, and Tenant’s Operating Payment for the entire Premises shall be abated for such time as Tenant continues to be unable to so access or use, and does not access or use, the Premises. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. Such right to abate Fixed Rent, Tenant’s Tax Payment, and Tenant’s Operating Payment shall be Tenant’s sole and exclusive remedy at law or in equity for an Abatement Event. To the extent Tenant is entitled to abatement without regard to the Eligibility Period because of an event described in Section 11.3 or Article 12 of this Lease, then the Eligibility Period shall not be applicable. Except as provided in this Section 26.25, or as otherwise provided in this Lease, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Section 26.26 Reasonableness Clause. Except (i) for matters for which there is a standard of consent or discretion specifically set forth in this Lease, (ii) matters which could have an adverse effect on the Base Building, or which could affect the exterior appearance of the Building, or (iii) matters covered by Article 7 (Taxes and Operating Expenses) (except to the extent a standard of consent or discretion is specifically set forth therein), Article 11 (Insurance; Property Loss or Damage) (except to the extent a standard of consent or discretion is specifically set forth therein), or Article 15 (Default) of this Lease (collectively, the “Excepted Matters”), any time the consent of Landlord or Tenant is required under this Lease, such consent shall not be unreasonably withheld, conditioned or delayed, and, except with regard to the Excepted Matters, whenever this Lease grants Landlord or Tenant the right to take action, exercise discretion, establish Rules and Regulations or make an allocation or other determination, Landlord and Tenant shall act reasonably and in good faith.

Section 26.27 Fitness Center. As long as the Building contains a fitness center operated by Landlord or its agent for use by employees of one or more tenants of the Building, Landlord shall provide Tenant with access cards for such fitness center without payment of any fee therefor by Tenant or such employees; provided that, Tenant shall be responsible for any then-current charges associated with replacement access cards (which such charges are equal to $100.00 per replacement access card as of the date of this Lease). Tenant acknowledges and agrees that (a) Landlord has no obligation under this Lease to continue to provide or operate a fitness center in the Building, (b) the use of such fitness center by any employee of Tenant shall be subject to such employee abiding by all reasonable rules and regulations which are prescribed from time to time for the use of such fitness center, and (c) each employee of Tenant that desires to use such fitness center shall be required to sign a separate written agreement (which shall include a release, waiver and indemnity in favor of Landlord with respect to, among other things, claims of bodily injury, death, personal injury or property damage in connection with such employee’s use of such fitness center).

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ARTICLE 27

SECURITY DEPOSIT

Section 27.1 Security Deposit. Tenant shall deposit the Security Deposit with Landlord upon the execution of this Lease in cash as security for the faithful performance and observance by Tenant of the terms, covenants and conditions of this Lease.

Section 27.2 Application of Security. If (a) any breach or default by Tenant occurs in the payment or performance of any of the terms, covenants or conditions of this Lease, including the payment of Rent, or (b) Tenant fails to make any installment of Rent as and when due, Landlord may apply or retain the whole or any part of the Security Deposit, to the extent required for the payment of any Fixed Rent or any other sum as to which Tenant is in default including (i) any sum which Landlord may expend or may be required to expend by reason of Tenant’s default, and/or (ii) any damages to which Landlord is entitled pursuant to this Lease, whether such damages accrue before or after summary proceedings or other reentry by Landlord. The use, application or retention of the Security Deposit, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by any applicable law, it being intended that Landlord shall not first be required to proceed against the Security Deposit, and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. If Landlord applies or retains any part of the Security Deposit, Tenant, upon demand, shall deposit with Landlord the amount so applied or retained so that Landlord shall have the full Security Deposit on hand at all times during the Term. If Tenant shall comply with all of the terms, covenants and conditions of this Lease, the Security Deposit shall be returned to Tenant after the Expiration Date and after delivery of possession of the Premises to Landlord in the manner required by this Lease. Tenant hereby irrevocably waives and relinquishes any and all rights, benefits, or protections, if any, Tenant now has, or in the future may have, under Section 1950.7 of the California Civil Code, any successor statue, and all other provisions of law, now or hereafter in effect, including, but not limited to, any provision of law which (A) establishes the time frame by which a landlord must refund a security deposit under a lease, or (B) provides that a landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by a tenant, or to clean the subject premises. Tenant acknowledges and agrees that that (I) any statutory time frames for the return of a security deposit are superseded by the express period identified in this Section 27.2, above, and (II) rather than be so limited, Landlord may claim from the Security Deposit (1) any and all sums expressly identified in this Article 27, above, and (2) any additional sums reasonably necessary to compensate Landlord for any and all losses or damages caused by Tenant’s default of this Lease, including, but not limited to, all damages or rent due upon termination of this Lease pursuant to Section 1951.2 of the California Civil Code.

Section 27.3 Upon a sale or other transfer of Landlord’s interest in the Office Project or the Building, or any financing of Landlord’s interest therein, Landlord shall have the right to transfer the Security Deposit to its transferee or lender. Tenant shall look solely to the new landlord or lender for the return of such Security Deposit and the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new landlord. Tenant shall not assign or encumber or attempt to assign or encumber the Security Deposit and neither Landlord nor its successors or assigns shall be bound by any such action or attempted assignment, or encumbrance.

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ARTICLE 28

PARKING

Tenant and/or its employees shall have the right, but not the obligation, to rent from Landlord, commencing on the Commencement Date, up to one (1) unreserved parking pass for each full 3,500 rentable square feet in the Premises (i.e., up to fifteen (15) unreserved parking passes as of the Commencement Date) unreserved parking passes on a monthly basis throughout the Term, which parking passes shall pertain to the subterranean parking facility servicing the Building (“Building Parking Facility”). Tenant may change the number of parking passes rented pursuant to this Article 28 upon thirty (30) days prior written notice to Landlord, provided that in no event shall Tenant be entitled to rent more than the amount and type of parking passes allotted to Tenant as set forth in this Article 28 above. Tenant or the employee-lessee shall pay to Landlord for automobile parking passes actually rented by the applicable party hereunder on a monthly basis the prevailing rate charged from time to time at the location of such parking passes (which prevailing rate is equal to $470.00 per month per parking pass as of the Effective Date and subject to change from time to time). In addition, Tenant or the employee-lessee, as applicable, shall be responsible for the full amount of any taxes imposed by any governmental authority in connection with the renting of such parking passes by Tenant or the use of the Building Parking Facility by Tenant. Tenant’s continued right to use the parking passes is conditioned upon Tenant abiding by all reasonable rules and regulations which are prescribed from time to time for the orderly operation and use of the Building Parking Facility, Tenant’s cooperation in seeing that Tenant’s employees and visitors also comply with such rules and regulations, and there being no uncured Event of Default under this Lease (it being acknowledged that the failure of an individual employee and/or visitor of Tenant to comply with such rules and regulations shall not constitute an Event of Default under this Lease, so long as Tenant has and continues to use its commercially reasonable, good faith efforts to ensure that Tenant’s employees and/or visitors do comply with such rules and regulations). Such rules and regulations may include, without limitation, any valet service (it being understood that parking within the Building Parking Facility is not intended to be self-parking), any sticker or other identification system reasonably established by Landlord or an operator of the Building Parking Facility, and hours of operation pertaining to the Office Project (it being understood that the Building Parking Facility shall be available for exclusive use by the Residential Project during certain hours). Landlord specifically reserves the right to change the size, configuration, design, layout and all other aspects of the Building Parking Facility at any time and Tenant acknowledges and agrees that Landlord may, without incurring any liability to Tenant and without any abatement of Rent under this Lease, from time to time, temporarily close-off or restrict access to the Building Parking Facility for purposes of permitting or facilitating any such construction, alteration or improvements. Landlord shall have the right to provide parking for the Building at off-site locations other than the Building Parking Facility, and in such event, said off-site parking areas shall be deemed part of the Office Project for purposes of this Lease. Landlord shall have the right to change, delete or modify such off-site parking areas. Landlord may delegate its responsibilities hereunder to a parking operator in which case such parking operator shall have all the rights of control attributed hereby to the Landlord. The parking passes rented by Tenant pursuant to this Article 28 are provided to Tenant solely for use by Tenant’s own personnel and such passes may not be transferred, assigned, subleased or otherwise alienated by Tenant without Landlord’s prior approval. Tenant may validate visitor parking by such method or methods as the Landlord may establish, at the validation rate from time to time generally applicable to visitor parking.

[signatures appear on following page]

73

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the day and year first above written.

LANDLORD:			TENANT:
333 BUSH L.L.C.,			ANDERSEN TAX LLC,
a Delaware limited liability company			a Delaware limited liability company
By:	/s/ Michael B. Benner		By:	/s/ Daniel G. DePaoli
Name:	Michael B. Benner		Name:	Daniel G. DePaoli
Title:	Vice President & Secretary		Title:	Managing Director
			By:
			Name:
			Title:

74

EX-10.16

Exhibit 10.16

SECOND AMENDED AND RESTATED

LOAN AGREEMENT

(LINE OF CREDIT AND TERM LOAN)

This Second Amended and Restated Loan Agreement (Line of Credit and Term Loan) (“Agreement”), dated May 12, 2017 for reference purposes only, is executed by and between Andersen Tax LLC (“Borrower”), and First Republic Bank (“Lender”), with reference to the following facts:

A. Borrower (f/k/a WTAS LLC) and Lender have entered into that certain Amended and Restated Loan Agreement dated February 25, 2014 (as amended, the “Prior Loan Agreement”), pursuant to which Lender has extended a revolving line of credit to Borrower in the current maximum principal amount of $10,000,000, has made a term loan to Borrower in the original principal amount of $30,000,000 (which has an approximate current outstanding principal balance of $17,350,000) (the “2014 Term Loan”) and has issued various standby letters of credit for the account of Borrower under a sublimit of said line of credit.

B. At Borrower’s request, Lender has agreed to make a new term loan to Borrower in the original principal amount of $17,350,000 (the “2017 Term Loan”), which will be used to pay in full the 2014 Term Loan.

C. In connection with the making of the 2017 Term Loan, Lender and Borrower have agreed to increase the revolving line of credit under the Prior Loan Agreement from $10,000,000 to $12,500,000 (such increased revolving line of credit being referred to herein as the “Line of Credit Loan,” and together with the 2017 Term Loan, the “Loan”), change certain other terms and covenants of the Prior Loan Agreement and add new covenants thereto, and have the current Guarantors under the Prior Loan Agreement also guarantee the 2017 Term Loan and provide collateral to secure their guaranties.

D. Accordingly, the parties have agreed to amend and restate the Prior Loan Agreement in its entirety as set forth in this Agreement and are entering into this Agreement to establish the terms and conditions relating to the above-referenced credit facilities.

THEREFORE, for valuable consideration, Borrower and Lender agree as follows:

ARTICLE I

DEFINITIONS

For purposes of this Agreement, the following terms shall have the following definitions:

1.1 AT Holdings. “AT Holdings” means Andersen Tax Holdings LLC.

1.2 Borrower’s Application. “Borrower’s Application” means the written application, if any, and all financial statements and other information submitted by Borrower to Lender in connection with Lender’s approval of the Loan.

1.3 Business Day. “Business Day” means any day other than a day on which commercial banks in New York are authorized or required by law to close.

1.4 Collateral. “Collateral” shall have the meaning, on a collective basis, as set forth in the Security Agreements.

1.5 Commitment. “Commitment” means an amount equal to the principal face amount of the Line of Credit Note, as amended from time to time.

1.6 Default. “Default” means any event which, with notice or passage of time or both, would constitute an Event of Default.

Loan Nos.:    and 

Obligor No.:

1.7 Event of Default. “Event of Default” means Lender’s declaration by written notice to Borrower of a default by Borrower under the Loan Documents based on the occurrence of one or more of the events described in Section 4.1 of this Agreement.

1.8 GAAP. “GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time.

1.9 Governmental Authorities. “Governmental Authorities” means (a) the United States; (b) the state, county, city or other political subdivision in which any of the Collateral is located; (c) all other governmental or quasi-governmental authorities, boards, bureaus, agencies, commissions, departments, administrative tribunals, instrumentalities and authorities; and (d) all judicial authorities and public utilities having or exercising jurisdiction over Borrower or the Collateral. The term “Governmental Authority” means any one of the Governmental Authorities.

1.10 Governmental Permits. “Governmental Permits” means all permits, approvals, licenses, and authorizations now or hereafter issued by any Governmental Authorities for or in connection with the conduct of Borrower’s business or the ownership or use by Borrower of the Collateral or any of its other assets.

1.11 Governmental Requirements. “Governmental Requirements” means all existing and future laws, ordinances, rules, regulations, orders, and requirements of all Governmental Authorities applicable to Borrower, the Collateral or any of Borrower’s other assets.

1.12 Guaranties. “Guaranties” means, collectively, (a) the Continuing Guaranties of Payment and Performance and all other guaranty agreements of any kind, now or hereafter executed by the Guarantors, and all extensions, renewals, modifications and replacements of any or all of such documents; and (b) any pledge of or grant of security interest in any certificate of deposit, account, stock, securities, bonds, or other property or asset of any kind, if any, now or hereafter executed by any third Person to secure any or all of the Obligations, and all extensions, renewals, modifications and replacements of any or all of such documents (collectively, the “Third-party Pledge Agreements”).

1.13 Guarantors. “Guarantors” means, collectively, (a) the Person or Persons now or hereafter guaranteeing payment of the Note or payment or performance of any or all of the other Obligations, including the Persons identified as guarantors in the Loan Schedule; and (b) the Person or Persons, if any, now or hereafter entering into any of the Third-Party Pledge Agreements to secure any or all of the Obligations.

1.14 Indebtedness. “Indebtedness” means, without duplication, (a) all obligations of a Person for borrowed money, (b) all obligations of a Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of a Person to pay the deferred purchase price of property or services, except trade accounts payable arising and paid on a timely basis and in the ordinary course of business, (d) all capitalized leases of a Person which are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of Indebtedness of such leases shall be the capitalized amount thereof determined in accordance with GAAP, (e) all contingent and non-contingent obligations of a Person to reimburse any bank or other Person in respect of amounts paid under a letter of credit, banker’s acceptance or similar instrument, (f) all obligations of others secured by a lien on any asset of a Person, whether or not such obligation is otherwise an obligation of such Person, and provided that the amount of such Indebtedness of such Person under this clause (f) shall be the lesser of the fair market value of such property at the date of determination (determined in good faith by Borrower) and the amount of such Indebtedness of such other Person, (g) the deferred portion from time to time of “earnouts,” and similar deferred payment obligations but excluding (i) trade accounts payable arising and paid on a timely basis in the ordinary course of business, and (ii) incentive compensation payable to Managing Directors, provided that such payments in each fiscal year of Borrower shall not, along with any payments payable to managing directors of the Guarantors, exceed 35% of the net income of Borrower and Guarantors before taxes, and (h) any guarantee of, or other contingent obligation with respect to, any Indebtedness of any other Person and (without duplication) any amount committed to be advanced, lent or extended to such other Person in the form of credit support being provided (whether as a comfort or “make whole” letter or other similar arrangement) for such other Person’s obligations (but excluding endorsements of instruments for deposit or collection in the ordinary course of business, obligations under indemnities incurred in the ordinary course of business or under stock purchase or asset purchase or sale agreements, or which do not cover Indebtedness of the types set forth in clauses (a) through (g) above), in each case howsoever evidenced, created, incurred, acquired or owing, whether primary, secondary, direct, contingent, fixed or otherwise.

1.15 Initial Note. “Initial Note” shall mean collectively, (a) the third amended and restated promissory note dated the same date as this Agreement executed by Borrower evidencing the Line of Credit Loan in the form of Exhibit A hereto and all extensions, renewals, modifications and replacements of such promissory note (“Line of Credit Note”); and (b) the promissory note dated the same date as this Agreement executed by Borrower evidencing the 2017 Term Loan in the form of Exhibit B hereto and all extensions, renewals, modifications and replacements of such promissory note (“2017 Term Loan Note”).

1.16 Line of Credit Advance. “Line of Credit Advance” means each advance of principal under the Line of Credit Note made by Lender to or for the benefit of Borrower pursuant to a Request for Advance or otherwise.

1.17 Loan Closing. “Loan Closing” or “Closing Date” means the date on which all or any part of the proceeds of the Loan are initially disbursed by Lender to or for the benefit of Borrower.

1.18 Loan Documents. “Loan Documents” means the Note, Security Agreements, Guaranties, Third-party Pledge Agreements (if any), this Agreement, the Letter of Credit Agreements, all other documents now or hereafter executed by Borrower and any of the Guarantors, respectively, and delivered to Lender at Lender’s request in connection with the Loan, and all extensions, renewals, modifications and replacements of any or all of such documents.

1.19 Loan Fee. “Loan Fee” means the Loan fees specified in Section 5 of the Loan Schedule which shall be payable by Borrower to Lender prior to or on the Loan Closing.

1.20 Loan Schedule. “Loan Schedule” means the Loan Schedule attached to this Agreement as Exhibit C.

1.21 Managing Directors. “Managing Directors” means, collectively, any current or future managing directors of Borrower.

1.22 Maturity Date. “Maturity Date” means (a) with respect to the Line of Credit Note, the stated maturity date of the Line of Credit Note, and (b) with respect to the 2017 Term Loan Note, the stated maturity date of the 2017 Term Loan Note.

1.23 Note. “Note” means each Initial Note. Subsequent to any cancellation of either Initial Note, “Note” shall mean the then-effective subsequent Note (if any) executed by Borrower in favor of Lender to replace such Initial Note and that specifically recites that it arises out of this Agreement, and all extensions, renewals and modifications thereof, together with the other Initial Note. The parties acknowledge and agree that there may be multiple subsequent Notes but that with respect thereto, there shall be only one Note outstanding at any given time for the Line of Credit Loan and for the 2017 Term Loan, respectively, and that the effectiveness of such Note shall be conditioned on the cancellation of the immediately preceding Note.

1.24 Obligations. “Obligations” means all debts, obligations, and liabilities of Borrower to Lender currently existing or hereafter made, incurred or created, whether voluntary or involuntary, and however arising or evidenced, whether direct or acquired by Lender by assignment or succession, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether under this Agreement, the Note, any of the other Loan Documents, or otherwise, and whether Borrower may be liable individually or jointly, or whether recovery upon such debt may be or become barred by any statute of limitations or otherwise unenforceable, including all Attorneys’ Fees and costs now or hereafter payable by Borrower to Lender under the Loan Documents or in connection with the collection and enforcement of such debts, obligations and liabilities. Notwithstanding anything to the contrary contained in this Agreement, this Agreement shall not secure and the term “Obligations” shall not include, any debts that are or may hereafter constitute “consumer credit” which is subject to the disclosure requirements of the federal Truth-In Lending Act (15 U.S.C. Section 1601, et seq.) or any similar state law in effect from time to time, unless Lender and Borrower shall otherwise agree in a separate written agreement.

1.25 Permitted Liens. “Permitted Liens” shall have the meaning, on a collective basis, as set forth in the Security Agreements.

1.26 Person. “Person” means any natural person or any entity, including any corporation, partnership, joint venture, trust, limited liability company, unincorporated organization, trustee, or Governmental Authority.

1.27 Personal Property Security Agreements. “Personal Property Security Agreement” or “Personal Property Security Agreements” means, collectively, any and all personal security agreements, pledge agreements, and Third-party Pledge Agreements, if any, now or hereafter executed by Borrower, any Guarantor or any other Person pursuant to which Borrower, any Guarantor or such Person grants a personal property security interest to Lender to secure any or all of the Obligations, and all extensions, renewals, modifications and replacements of any or all of such documents.

1.28 Request for Advance. “Request for Advance” means a written or telephonic request (or other form of request acceptable to Lender) for an advance of principal under the Line of Credit Note or the making of the 2017 Term Loan submitted by Borrower to Lender pursuant to this Agreement.

1.29 Security Agreements. “Security Agreements” means, collectively, the Personal Property Security Agreements.

1.30 Other Terms. Each of the following terms has the meaning set forth in the section opposite such term:

Account	Exhibit C, 9.1
Advance Date	2.4
Agreement	Preamble
Attorneys’ Fees	6.5
Authorization Document	2.5
Auto Debit Termination Date	Exhibit C, 9.4
Bankruptcy Code	4.1(e)
Board of Governors	2.2
Borrower	Preamble
Claims	6.2
Confidential Information	6.19
Cure Provision	4.1(c)
Financial Covenants	3.4
Indemnified Parties	6.2
Issuer	Exhibit C, 12.1
Lender	Preamble
Letter of Credit Agreements	Exhibit C, 12.1
Letter of Credit Sublimit	Exhibit C, 12.1
Letters of Credit	Exhibit C, 12.1
Line of Credit Loan	Recitals
Loan	Recitals
OFAC	5.1(p)
Payment	Exhibit C, 9.1
Percentage Rate Increase	Exhibit C, 9.4
Termination Notice	Exhibit C, 9.3

ARTICLE II

DISBURSEMENT OF LOAN PROCEEDS

2.1 Line of Credit; 2017 Term Loan. Lender agrees, on the terms and conditions contained in this Agreement and the other Loan Documents, to make (a) Line of Credit Loans to Borrower during the period from the Closing Date up to but not including the Line of Credit Maturity Date in the aggregate principal amount not to exceed at any time outstanding the amount of the Commitment (and as such Commitment may be decreased from time to time pursuant to the provisions of Section 12.2 of the Loan Schedule); and (b) the 2017 Term Loan to Borrower on the terms and conditions of this Agreement.

2.2 Use of Loan Proceeds. All Loan proceeds received by Borrower under the Line of Credit Loan shall be used by Borrower solely for payment of those costs, charges, and other items shown in the Loan Disbursement Instructions executed by Borrower in connection with the Loan, general working capital purposes in the ordinary course of Borrower’s business, general corporate purposes in the ordinary course of business and any other use specified in the Loan Schedule. All Loan proceeds received by Borrower under the 2017 Term Loan shall be used, first, to repay in full all unpaid principal of the 2014 Term Loan, and then any excess shall be used by Borrower for the payment of those costs, charges and other items shown in the Loan Disbursement Instructions executed by Borrower in connection with the Loan, general working capital purposes in the ordinary course of Borrower’s

business, general corporate purposes in the ordinary course of business and any other use specified in the Loan Schedule. Borrower agrees to pay to Lender all accrued and unpaid interest on the 2014 Term Loan on the Closing Date. Lender shall have no obligation to monitor or verify the use or application of any Loan proceeds disbursed by Lender. Borrower shall not, directly or indirectly, use all or any part of the Loan proceeds for the purpose of purchasing or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (“Board of Governors”) or to extend credit to any Person for the purpose of purchasing or carrying any such margin stock or for any purpose which violates or is inconsistent with Regulation X of the Board of Governors, unless such use has been expressly approved in writing by Lender, in its discretion.

2.3 Loan Fee. Concurrently with or prior to the Closing Date, Borrower shall pay to Lender the Loan Fee specified in the Loan Schedule. The entire Loan Fee shall be deemed to be fully earned by Lender as of the Loan Closing, and no part of the Loan Fee shall be refundable to Borrower, whether or not the principal balance of the Loan is prepaid prior to the relevant Maturity Date.

2.4 Requests for Advances. Each Request for Advance shall indicate the proposed date for the Line of Credit Advance requested by Borrower in the Request for Advance (which date shall be acceptable to Lender in its reasonable discretion and is referred to as the “Advance Date”). The parties agree that the 2017 Term Loan shall be funded on the date hereof. Each Request for Advance shall be satisfactory to Lender in form and substance. Each Advance Date shall be a Business Day. Provided that no Default or Event of Default has occurred and is continuing and Borrower has satisfied the provisions of Section 5.2, not later than 4 P.M. Pacific Standard Time on the Advance Date, Lender shall make the Line of Credit Advance or shall make the 2017 Term Loan available to Borrower in immediately available funds by deposit or credit to an account in Borrower’s name established or to be established at one of Lender’s offices, by check payable directly to Borrower or to a payee designated by Borrower, or by such other method as may be designated by Lender (including application by Lender of the proceeds of the 2017 Term Loan in an amount sufficient to repay all unpaid principal of the 2014 Term Loan, which will be effected on the books of Lender), in each case as designated by Lender.

2.5 Reliance by Lender. Lender may conclusively presume that all requests, statements, information, certifications, and representations, whether written or oral, submitted or made by Borrower or any of its agents to Lender in connection with the Loan are true and correct, and Lender shall be entitled to rely thereon, without investigation or inquiry of any kind by Lender, in disbursing the Loan proceeds and taking or refraining from taking any other action in connection with the Loan; provided that Lender shall only disburse Loan proceeds based on Requests for Advances delivered by agents of Borrower authorized to act for Borrower in any resolution or other form of authorization of any kind delivered to Lender by Borrower (each, an “Authorization Document”), which such Authorization Document is not otherwise revoked by Borrower prior to Lender’s receipt of any applicable Request for Advance. Without limiting the generality of this Section, Borrower acknowledges and agrees that (a) it is in the best interest of Borrower that Lender respond to and be entitled to rely upon Requests for Advances that are given by Borrower in writing, by telephone, or by other telecommunication method acceptable to Lender without Lender having to inquire into the actual authority of the Person making such request and purporting to act on behalf of Borrower, provided that Lender is in receipt of an unrevoked Authorization Document with respect to such Person; (b) therefore, Lender may conclusively rely on any and all Requests for Advances (whether made in writing, by telephone, or by other telecommunication method) made by any Person who purports to be one of the agents of Borrower who has been authorized to act for Borrower in an unrevoked Authorization Document; and (c) Borrower assumes all risks arising out of any lack of actual authority by any such authorized Person submitting any form of Request for Advance (whether made in writing, by telephone, or by other telecommunication method) to Lender and Lender’s reliance on such Request for Advance.

ARTICLE III

BORROWER’S COVENANTS

3.1 Existence of Borrower. Borrower shall maintain its existence in good standing under the laws of the state in which it is organized and maintain its qualification as a foreign entity in good standing in each jurisdiction in which the nature of its business requires qualification as a foreign entity and where the failure to qualify would have a material adverse effect on Borrower’s business.

3.2 Books and Records; Inspections by Lender. Borrower shall keep and maintain in all material respects complete and accurate books and records relating to its business. Lender shall have access to such books and records at all reasonable times upon not less than two (2) Business Days prior written notice to Borrower for the purposes of examination, inspection, verification, copying and for any other reasonable purpose. Borrower authorizes Lender, at its option but without any obligation of any kind to do so, to discuss the affairs,

finances and accounts of Borrower with any of its officers, directors and internal accountants who perform one or more finance functions for Borrower, as well as Borrower’s independent accountants and auditors. Borrower irrevocably authorizes all such accountants and auditors to respond to and answer all requests from Lender for financial and other information regarding Borrower. Borrower waives the benefit of any accountant-client privilege or other evidentiary privilege precluding or limiting the disclosure or delivery of any of its books and records to Lender (except that Borrower does not waive any attorney-client privilege).

3.3 Reports. Without limiting any of the other terms of the Loan Documents, from time to time within ten (10) Business Days after Lender’s written reasonable request to Borrower, Borrower shall deliver to Lender such reports and information available to Borrower concerning the business, financial condition and affairs of Borrower and each Guarantor as Lender may reasonably request, provided, however, that no information regarding any particular client of Borrower or any Guarantor shall be disclosed, except that the name, the contact information, the accounts receivable information and the payment history of such clients, as well as any other information Lender deems necessary to enforce its rights in or foreclose on the Collateral, shall be disclosed to Lender promptly upon its written request after an Event of Default has occurred and is continuing.

3.4 Payment of Obligations; Compliance with Financial Covenants. Borrower shall pay all of its Indebtedness under the Note and pay and perform all of its other Obligations under the Loan Documents as and when the same become due. Without limiting the generality of the immediately preceding sentence, Borrower shall comply with all of the financial covenants contained in Section 6 of the Loan Schedule (“Financial Covenants”) and the other terms set forth in the Loan Schedule.

3.5 Notice of Material Adverse Changes. Borrower shall notify Lender in writing promptly, but in no event later than three Business Days after any officer of Borrower or any Guarantor becomes aware thereof, of (a) any material adverse change in the financial condition of Borrower or any Guarantor; (b) any material adverse change in the Collateral; (c) any claim, proceeding, litigation or investigation in the future threatened or instituted by or against Borrower or any Guarantor involving any claim or claims which, individually or in the aggregate, may cause or result in a material adverse change in the financial condition or business of Borrower or any Guarantor or any material impairment in the ability of Borrower or any Guarantor to carry on its business in substantially the same manner as it is now being conducted; (d) any Default or any Event of Default or any occurrence which is reasonably likely to form the basis of an Event of Default; and (e) any payment or other material default or event of default (whether or not curable) under any Indebtedness to any third Person (provided that, with respect to trade accounts payable, only material payment defaults (in terms of either payment amount or delinquency of payment) shall trigger the notification obligations as set forth in this Section 3.5).

3.6 Further Assurances. Upon Lender’s request, Borrower, at Borrower’s expense, shall: execute (or re-execute) and deliver such further documents and notices satisfactory to Lender and take any action requested by Lender to carry out the intent of this Agreement and the other Loan Documents.

3.7 Claims. Subject to the provisions of Section 3.9, Borrower shall pay when due all claims which, if unpaid, might become a lien or charge on any or all of the properties or assets of Borrower.

3.8 Taxes. Subject to the provisions of Section 3.9, Borrower shall pay when due all foreign, federal, state and local taxes, assessments, and governmental charges now or hereafter levied upon or against Borrower or any of its properties or assets, including all income, franchise, personal property, real property, excise, withholding, sales and use taxes.

3.9 Contest. Borrower shall have the right to contest the payment of any tax, assessment, charge or claim referred to in Section 3.7 or 3.8 above, provided that (a) appropriate contest proceedings are promptly and in good faith commenced and diligently prosecuted by Borrower; (b) appropriate action reasonably acceptable to Lender is taken to prevent such tax, assessment, charge or claim from becoming a lien on the properties and assets of Borrower; and (c) Borrower notifies Lender in writing of the commencement of, and any material development in, such proceedings.

3.10 Pension Plans. Borrower shall pay all amounts necessary to fund all of its present and future employee benefit plans in accordance with their terms, and Borrower shall not permit the occurrence of any event with respect to any such plan which would result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or any other Governmental Authority.

3.11 Insurance. Borrower shall maintain insurance against such risks and liabilities, in such forms, and for such amounts as are customarily maintained by entities engaged in the same or similar businesses and similarly situated. The form and substance of all such insurance policies shall be reasonably acceptable to Lender. Such insurance shall be maintained with financially sound and reputable insurers reasonably acceptable to Lender. Upon Lender’s request, Borrower shall provide Lender with evidence satisfactory to Lender regarding the maintenance of the insurance required by this Section, including proof of premium payments and copies of insurance policies, certificates of insurance, and endorsements. If Borrower fails to provide or pay for any policies of insurance required by this Section, Lender, at its option and in its discretion, but without any obligation of any kind to do so, shall have the right to obtain the same at Borrower’s expense.

3.12 Maintenance of Properties. Borrower shall maintain its properties that are material to its business in good condition and repair, ordinary wear and tear excepted; provided, however, that Borrower may dispose of property that is obsolete, worn out or no longer useful to its business.

3.13 Licenses. Borrower shall maintain all material Governmental Permits necessary for the ownership of it properties and the conduct of its businesses.

3.14 Compliance with Applicable Laws. Borrower shall at all times comply with and keep in effect all material Governmental Permits relating to Borrower, the Collateral, and Borrower’s other assets. Borrower shall at all times comply with, and shall cause the Collateral to comply with (a) all material Governmental Requirements, including all hazardous substance laws; (b) all requirements and orders of all judicial authorities which have jurisdiction over Borrower or the Collateral; and (c) all covenants, conditions, restrictions and other documents relating to Borrower or the Collateral if, in the case of this clause (c), failure to so comply would cause or result in a material adverse change in the financial condition or business of Borrower or materially impair the Collateral.

3.15 Place of Business; Borrower’s Name. Borrower shall give Lender at least thirty (30) days prior written notice of any change in the location of Borrower’s chief executive office. Borrower shall give Lender not less than thirty (30) days prior written notice before changing its name, its jurisdiction of organization or doing business under any other name. Borrower has complied, and will in the future comply, with all Governmental Requirements relating to the conduct of Borrower’s business under a fictitious business name.

3.16 Financial Statements, Certificates, Etc. Borrower shall deliver to Lender the financial statements, reports and certificates regarding Borrower set forth on Exhibit C hereto and such other information regarding Borrower and Guarantors as Lender may reasonably request from time to time (which other financial information shall be furnished reasonably promptly by Borrower in light of the nature of any such request). All financial statements and other financial information furnished to Lender under this Section shall comply with the requirements of Section 7 of Exhibit C.

3.17 Additional Guarantors. Borrower shall cause any entity which hereafter becomes an affiliate (as defined in Rule 405 under the Securities Act of 1933) of Borrower, if so requested by Lender, to become a Guarantor hereunder on the same terms as the other Guarantors promptly after such request is made.

ARTICLE IV

DEFAULT AND REMEDIES

4.1 Events of Default. Lender, at its option, may declare Borrower to be in default under this Agreement and the other Loan Documents upon the occurrence of any or all of the following events (declaration of such a default by Lender shall constitute an “Event of Default”):

(a) Payment of Note and Other Monetary Obligations. If Borrower fails to pay any of its Indebtedness under the Note or perform any of its other Obligations under the Loan Documents (including without limitation any Letter of Credit Agreement) or under any other document with Lender requiring the payment of money to Lender or any third Person within three (3) days after the date on which such indebtedness or monetary obligation is due; provided, however, that the three (3) day grace period contained in this Section 4.1(a) shall not apply to Borrower’s obligation to pay the outstanding principal balance and all accrued but unpaid interest under the Note on the relevant Maturity Date;

(b) Failure to Comply with Financial Covenants, Permit Inspections, or to Perform Certain Non-Monetary Obligations Under Other Loan Documents. If (i) Borrower fails to comply with any or all of the Financial Covenants; (ii) Borrower fails to permit any inspection the Collateral or any of Borrower’s books and records in accordance with the terms of the Loan Documents; or (iii) Borrower breaches any of its non-monetary obligations to Lender or any third Person under any of the Loan Documents or under any other document with Lender, which breach is not reasonably susceptible to being cured by Borrower;

(c) Performance of Non-Monetary Obligations Under Other Loan Documents Which are Curable. If (i) Borrower fails to perform any of its non-monetary obligations to Lender (other than those set forth in Section 4.1(b) above) or any third Person under any of the Loan Documents or under any other document with Lender when due; and (ii) if such non-monetary obligation is reasonably susceptible to being cured by Borrower, Borrower fails to diligently complete a cure of its breach of such non-monetary obligation as soon as reasonably practicable after written notice by Lender to Borrower setting forth such non-monetary breach, but in any event within thirty (30) days after such notice is given; provided, however, that the thirty (30) day cure period contained in this Section 4.1(c) shall not be deemed to apply if Borrower commits more than two (2) such non-monetary breaches within any twelve (12) calendar month period. Without limiting any of the terms of this Section 4.1(c), the cure provision contained in this Section 4.1(c) (“Cure Provision”) shall not apply with respect to Borrower’s failure to comply with the Financial Covenants or Borrower’s breach of any non-monetary obligation of Borrower that is not reasonably susceptible to being cured by Borrower, including any transfer of the Collateral in violation of the terms of the Loan Documents. Notwithstanding anything to the contrary contained in this Section 4.1(c) or Section 4.1(a) above, if Borrower breaches any of the terms of the Loan Documents, and if Lender, in its discretion, determines that such breach impairs Lender’s security for the Loan, Lender, immediately upon the occurrence of any such breach, shall have the right to take such actions and exercise such remedies under the Loan Documents as Lender may in good faith determine to be necessary or appropriate to avoid such impairment;

(d) Misrepresentation. If any material request, statement, information, certification, representation, or warranty, whether written or oral, submitted or made by Borrower to Lender in connection with the Loan or any other extension of credit by Lender to Borrower, now or in the future, is false or misleading in any material respect;

(e) Insolvency of Borrower. If (i) a petition is filed by or against Borrower under Title 11 of the United States Code entitled “Bankruptcy” as now or hereafter in effect, or any successor thereto (“Bankruptcy Code”) or any other applicable federal or state bankruptcy, insolvency or similar law; (ii) a receiver, liquidator, trustee, custodian, sequestrator, or other similar official is appointed to take possession of Borrower, the Collateral, or any material part of Borrower’s other assets, or Borrower consents to such appointment; (iii) Borrower makes an assignment for the benefit of creditors; (iv) Borrower takes any action in furtherance of any of the foregoing; or (v) there is a material adverse change in Borrower’s financial condition as represented to Lender in connection with Lender’s approval of the Loan and Lender reasonably determines that such change materially impairs Borrower’s ability to perform any or all of the Obligations; provided, however, that Borrower shall have sixty (60) days within which to cause any involuntary bankruptcy proceeding to be dismissed or the involuntary appointment of any receiver, liquidator, trustee, custodian, or sequestrator to be discharged. The cure provision contained in this Section shall be in lieu of, and not in addition to, any and all other cure provisions contained in the Loan Documents;

(f) Insolvency of Other Persons. If any of the events specified in clauses (i) through (v) of Section 4.1(e) above occurs with respect to any Guarantor, as if such Guarantor were the Borrower described therein; provided, however, that Guarantor shall have sixty (60) days within which to cause any involuntary bankruptcy proceeding to be dismissed or the involuntary appointment of any receiver, liquidator, trustee or sequestrator to be discharged;

(g) Performance of Obligations to Third Persons. If (i) Borrower fails to pay any of its Indebtedness or to perform any of its obligations when due under any document between Borrower and any other Person who holds a lien on the Collateral that is senior to the lien held by Lender in the Collateral (if such lien is permitted by Lender hereunder) and fails to cure such breach within any applicable cure period under such document; or (ii) Borrower fails to pay any of its Indebtedness owed to any Person other than Lender or to perform any of its obligations when due under any other Indebtedness owed to any Person other than Lender in an amount equal to or in excess of $500,000 owed by Borrower to any other Person. Nothing contained in this Section constitutes or shall be construed as Lender’s consent to any lien being placed on the Collateral, other than the Permitted Liens;

(h) Attachment. If all or any material part of the assets of Borrower or any Guarantor are attached, seized, subjected to a writ or levied upon by any court process and Borrower fails to cause such attachment, seizure, writ or levy to be fully released or removed within sixty (60) days after the occurrence of such event. The cure provision contained in this Section shall be in lieu of, and not in addition to, any and all other cure periods contained in the Loan Documents;

(i) Injunctions. If a court order is entered against Borrower or any Guarantor enjoining the conduct of all or part of such Person’s business and Borrower fails to cause such injunction to be fully stayed, dissolved or removed within sixty (60) days after such order is entered. The cure provision contained in this Section shall be in lieu of, and not in addition to, any and all other cure periods contained in the Loan Documents;

(j) Dissolution. The dissolution, liquidation, or termination of existence of Borrower or any Guarantor; provided, however, that any dissolution, liquidation or termination of existence of Borrower or any Guarantor shall not constitute an Event of Default if (i) such dissolution, liquidation or termination of existence is in connection with any internal reorganization of Borrower or any Guarantor, as the case may be, and its affiliated Persons, (ii) the ownership of all assets or equity interests of such dissolved, liquidated or terminated Person has not been transferred to any Person that is not an affiliate of Borrower or any Guarantor, and (iii) any security interests previously granted to Lender in the assets of such dissolved, liquidated or terminated Person shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such dissolution, liquidation or termination of existence) and all actions required to maintain said perfected status have been taken; and (iv) Lender shall have provided its prior consent thereto (which consent shall not be unreasonably withheld or delayed if the foregoing conditions are satisfied);

(k) Transfers of Interests. The sale or transfer of any beneficial interests in Borrower or AT Holdings (other than among the Guarantors), or the sale or transfer of an aggregate of more than twenty-five percent (25%) of the beneficial interests in MD Management LLC or MD Investment LLC after the date hereof without Lender’s prior written consent; provided, however, that the following transfers shall not be limited by, or taken into account in the calculation of, such twenty-five percent (25%) test: (i) any transfer(s) in connection with any internal reorganization among Borrower or any Guarantor, and its affiliated Persons, provided that Lender gives its prior consent thereto (which consent shall not be unreasonably withheld), and (ii) any transfer(s) among or to Managing Directors and/or members of MD Management LLC and MD Investment LLC, as well as any transfers to or among estate planning, asset protection or other similar vehicles of such Managing Directors and members, and (iii) any redemption by Guarantors of membership or other equity interests of Managing Directors or other employees of Borrower on termination of employment.

(l) (I) Impairment of Security Interest or Lender’s Rights. If (i) the validity or priority of Lender’s security interest in the Collateral is impaired for any reason; or (ii) the value of the Collateral has deteriorated, declined or depreciated as a result of any intentional act or omission by Borrower; or (iii) Lender, acting in good faith and in a commercially reasonable manner, deems itself insecure because of the occurrence of an event affecting Borrower, or any Guarantor or the Collateral prior to the Closing Date of which Lender had no actual knowledge as of the Closing Date or because of the occurrence of such an event on or subsequent to the Closing Date;

(m) Default by Guarantors. If any Guarantor fails to pay any amounts due to the Lender or perform any of its obligations to the Lender under any of the Guaranties or security agreements to which it is a party when due or the revocation, limitation or termination or attempted revocation, limitation or termination of any of the obligations of any Guarantor under any of the Guaranties or security agreements; or

(n) Misrepresentation by Guarantors. If any material request, statement, information, certification, representation, or warranty, whether written or oral, submitted or made by any Guarantor to Lender in connection with the Loan or any other extension of credit by Lender to Borrower or such Guarantor, now or in the future, is false or misleading in any material respect.

4.2 Remedies. Upon Lender’s election to declare Borrower to be in default under the Loan Documents pursuant to Section 4.1 above, Borrower shall be deemed to be in default under the Loan Documents, and Lender shall have the right to do any or all of the following:

(a) (a) Acceleration. Lender shall have the right to declare any or all of the Obligations to be immediately due and payable, including the entire principal amount and all accrued but unpaid interest under the Note, and notwithstanding the relevant Maturity Date of the Note, such Obligations shall thereupon be immediately due and payable (provided, however, if any Event of Default occurs under Section 4.1(e), then all Obligations shall immediately and without the necessity of any notice become due and payable);

(b) Remedies Under Other Loan Documents. Lender may exercise any or all rights and remedies which Lender may have under any or all of the Loan Documents and applicable law;

(c) Discontinuation of Disbursements. Lender may discontinue or withhold any or all advances of the Loan proceeds, and Lender shall have no further obligation to make any Line of Credit Advance or the 2017 Term Loan (if not previously made) (provided, however, that (i) if any Event of Default occurs under Section 4.1(e), then Lender’s obligation to make Line of Credit Advances and the 2017 Term Loan (if not previously made), and to issue any Letters of Credit, shall immediately and without the necessity of any notice terminate, and (ii) during any cure period permitted by any of the provisions in Section 4.1, Lender shall have no obligation to make any Line of Credit Advances, to make the 2017 Term Loan (if not previously made) or to issue any Letters of Credit to Borrower; and

(d) Discontinuation of Other Extensions of Credit. Lender may discontinue advancing money or extending credit to or for the benefit of Borrower in connection with any other document between Lender and Borrower.

ARTICLE V

WARRANTIES AND REPRESENTATIONS

5.1 Borrower’s Warranties and Representations. As a material inducement to Lender’s extension of credit to Borrower in connection with the Loan, Borrower warrants and represents to Lender as follows:

(a) Existence. Borrower is duly organized, validly existing and in good standing under the laws of the state in which Borrower is organized, and Borrower is qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets or the conduct of its business requires qualification as a foreign entity and where the failure to so qualify would have a material adverse effect on Borrower’s business.

(b) Authority to Own Assets. Borrower has the full power and authority to own its assets and to transact the business in which it is now engaged.

(c) Authority to Execute Loan Documents. Borrower has the full power and authority to execute, deliver and perform its obligations under the Loan Documents, and the execution, delivery and performance of the Loan Documents and the consummation of the transactions contemplated thereby have been duly authorized by all requisite action on the part of Borrower. The Person or Persons signing the Loan Documents on behalf of Borrower are duly authorized to execute the Loan Documents and all other documents necessary to consummate the Loan on behalf of Borrower.

(d) Valid Obligations. The Loan Documents are legal, valid and binding obligations of Borrower and the Guarantors, as applicable, enforceable in accordance with their terms (except as enforcement may be limited by equitable principles and by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors’ rights generally).

(e) No Consents Required. No consent of any other Person and no consent, approval, authorization or other action by or filing with any Governmental Authority not previously obtained by Borrower is required in connection with the execution, delivery and performance of the Loan Documents by Borrower.

(f) Chief Executive Office. Borrower’s chief executive office as of the date hereof is located at the address set forth in Borrower’s Application. Subsequent to the date hereof, Borrower’s chief executive office shall be at the address set forth in Borrower’s Application or at any other address as changed pursuant to Section 3.15 hereof.

(g) Borrower’s Name. Borrower has set forth above its full and correct name as of the date hereof and Borrower does not use as of the date hereof any other names or tradenames, except for the tradenames disclosed in Borrower’s Application. Subsequent to the date hereof, Borrower’s full and correct name shall be as set forth above or any other name as changed pursuant to Section 3.15 hereof.

(h) No Violations. The execution, delivery and performance of the Loan Documents and compliance with their respective terms will not conflict with or result in a violation or breach of any of the terms or conditions of any document to which Borrower is a party or by which Borrower is bound or any order or judgment of any court or Governmental Authority binding on Borrower.

(i) Organizational Documents. Borrower’s execution, delivery and performance of the Loan Documents and Borrower’s compliance with their respective terms (i) will not violate any Governmental Requirements applicable to Borrower; or (ii) Borrower’s articles of organization or operating agreement, if Borrower is a limited liability company.

(j) Tax Claims. To the best of Borrower’s knowledge, there are no claims or adjustments proposed by any taxing authority for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower. To the best of Borrower’s knowledge, Borrower and each Guarantor have filed all federal, state and local tax returns required to be filed under applicable Governmental Requirements and have paid all taxes, assessments, fees, penalties, and other governmental charges that are due and payable in connection therewith.

(k) Litigation. To the best of Borrower’s knowledge, there are no actions, suits, proceedings or investigations pending or threatened against or affecting Borrower or any Guarantor in any court or before any other Governmental Authority which may result, either separately or in the aggregate, in any material adverse change in the assets, properties, business, prospects, profits, or condition of Borrower or any of such Persons, nor to the best of Borrower’s knowledge is there any basis for any such action, suit, proceeding or investigation.

(l) Financial Statements; Indebtedness. All financial statements respecting the financial condition of Borrower which have been furnished to Lender prior to the Closing Date (i) are accurate and complete in all material respects as of the dates appearing thereon; (ii) are prepared in accordance with GAAP, consistently applied, and present fairly the financial condition and results of operations of the Person to whom the financial statement applies as of the dates and for the periods shown on such statements; and (iii) disclose all contingent liabilities affecting the Person to whom the financial statement applies to the extent that such disclosure is required by GAAP. Since the last date covered by any such statement, there has been no material adverse change in the financial condition of Borrower, and Borrower is now and at all times hereafter shall continue to be solvent. Set forth on Schedule 1 to Exhibit C is a complete and accurate listing of all Indebtedness of Borrower and Guarantors as of March 31, 2017.

(m) Periodic Financial Statements. All financial statements respecting the financial condition of Borrower hereafter delivered to Lender by Borrower shall satisfy the requirements of clauses (i) through (iii) of Section 5.1(1) above.

(n) Margin Stock. Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying any “margin stock” (as defined in Regulation G of the Board of Governors of the Federal Reserve System), and no part of the proceeds of the Loan shall be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock, unless such use is approved in writing by Lender or otherwise expressly contemplated by the Loan Documents.

(o) Licenses and Governmental Requirements. Neither Borrower nor any Guarantor, to its best knowledge, (i) is in violation in any material respect of any Governmental Permits or Governmental Requirements (including all Hazardous Substance Laws) which are required to be maintained under Section 3.14 hereof; or (ii) has failed to obtain any Governmental Permits which are required to be maintained under Section 3.14 hereof.

(p) OFAC; Patriot Act Compliance.

(i) Borrower is not a Person (i) whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) who engages in any dealings or transactions prohibited by Section 2 of such executive order, or is otherwise associated with any such Person in any manner violative of such Section 2, or (iii) who is on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other U.S. Department of Treasury’s Office of Foreign Assets Control regulation or executive order (“OFAC”).

(ii) Borrower is in compliance with the Patriot Act. No proceeds of the Loan will be used, directly or indirectly, for payments to any governmental official or employee, political party or its officials, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

(q) Andersen Global. Andersen Global is a verein duly formed and organized under the laws of Switzerland. The current member firms as of the date hereof of Andersen Global are Borrower and the member firms set forth on Exhibit E attached hereto and made a part hereof.

(r) Completeness of Application. All of the information set forth in Borrower’s Application is accurate and complete in all material respects.

5.2 Continuing Warranties. Borrower’s warranties and representations set forth in Section 5.1 above shall be true and correct at the time of execution of this Agreement and as of the Closing Date, shall survive the closing of the Loan, and shall remain true and correct as of the date on which such warranties and representations are given and shall be true and correct on each date that a Line of Credit Advance is made. For purposes of this Agreement and the other Loan Documents, the term “to the best of Borrower’s knowledge” shall be deemed to mean to the best knowledge of Borrower after a commercially reasonable and diligent investigation, inspection and inquiry by Borrower.

ARTICLE VI

MISCELLANEOUS

6.1 Relationship of Parties. Lender shall not be deemed to be, nor do Lender or Borrower intend that Lender shall ever become, a partner, joint venturer, trustee, fiduciary, manager, controlling person, or other business associate or participant of any kind in the business or affairs of Borrower, whether as a result of the Loan Documents or any of the transactions contemplated by the Loan Documents. In exercising its rights and remedies under the Loan Documents, Lender shall at all times be acting only as a lender to Borrower within the normal and usual scope of activities of a lender.

6.2 Indemnification. Borrower shall indemnify and hold Lender and its officers, directors, agents, employees, representatives, shareholders, affiliates, successors and assigns (collectively, the “Indemnified Parties”) harmless from and against any and all claims, demands, damages (including special and consequential damages), liabilities, actions, causes of action, legal proceedings, administrative proceedings, suits, injuries, costs, losses, debts, liens, interest, fines, charges, penalties and expenses (including reasonable attorneys’, accountants’, consultants’, and expert witness fees and costs actually incurred) of every kind and nature (collectively, the “Claims”) arising directly or indirectly out of or relating to any or all of the following: (i) Borrower’s breach of any of its Obligations or warranties under the Loan Documents; (ii) any act or omission by Borrower or any of its employees or agents; (iii) Borrower’s use of the Collateral or any other activity or thing allowed or suffered by Borrower to be done on or about the any of Borrower’s properties; and (iv) any claims for commissions, finder’s fees or brokerage fees arising out of the Loan or the transactions contemplated by the Loan Documents, if such claim is based on any act, omission or agreement by Borrower or any affiliate. Notwithstanding anything to the contrary contained in this Section, Borrower shall not be obligated to indemnify any Indemnified Party for any liabilities resulting solely from the gross negligence or intentional tortious conduct of such Indemnified Party which such Indemnified Party is determined by the final judgment of a court of competent jurisdiction to have committed. Borrower’s obligation to indemnify the Indemnified Parties under this Section 6.2 shall survive the cancellation of the Note and the release of Lender’s security interests under the Security Agreements.

6.3 Power of Attorney. Borrower irrevocably appoints Lender, with full power of substitution, as Borrower’s attorney-in-fact, coupled with an interest, with full power, in Lender’s own name or in the name of Borrower to sign, record and file all documents referred to in Section 3.6 above. Lender shall have the right to exercise the power of attorney granted in this Section directly or to delegate all or part of such power to one or more agents of Lender. Nothing contained in the Loan Documents shall be construed to obligate Lender to act on behalf of Borrower as attorney-in-fact.

6.4 Actions. Whether or not an Event of Default has occurred, Lender shall have the right, but not the obligation, to commence, appear in, or defend any action or proceeding which affects or which Lender determines may affect (a) the Collateral; (b) Borrower’s or Lender’s respective rights or obligations under the Loan Documents; (c) the Loan; or (d) the disbursement of any proceeds of the Loan. Whether or not an Event of Default has occurred, Lender shall at all times have the right to take any or all actions which Lender determines to be necessary or appropriate to protect Lender’s interest in connection with the Loan.

6.5 Attorneys’ Fees and Costs and Other Expenses. Upon Lender’s demand, Borrower shall reimburse Lender for all reasonable attorneys’ fees and costs incurred by Lender in connection with the preparation of the Loan Documents, any amendment, modification or waiver thereof, the exercise of any or all of

Lender’s rights and remedies under this Agreement and the other Loan Documents; the enforcement of any or all Obligations, whether or not any legal proceedings are instituted by Lender; or the defense of any action or proceeding by Borrower or any other Person relating to the Loan (“Attorneys’ Fees”). Without limiting the generality of the immediately preceding sentence, such Attorneys’ Fee costs shall include all reasonable Attorneys’ Fees and costs actually incurred by Lender in connection with any federal or state bankruptcy, insolvency, reorganization, or other similar proceeding by or against Borrower or any Guarantor which in any way affects Lender’s exercise of its rights and remedies under the Loan Documents. Borrower’s obligation to reimburse Lender under this Section shall include payment of interest on all amounts expended by Lender from the date of expenditure at the rate of interest applicable to principal under the Note.

6.6 No Third-party Beneficiaries. The Loan Documents are entered into for the sole protection and benefit of Lender, Borrower and Guarantors, as applicable, and their respective permitted successors and assigns. No other Person shall have any rights or causes of action under the Loan Documents.

6.7 Documents. The form and substance of all documents and instruments which Borrower is required to deliver to Lender under this Agreement shall be subject to Lender’s approval, which approval shall not be unreasonably withheld.

6.8 Notices. Any notice, demand or request required hereunder shall be given in writing to each party at the address set forth on Exhibit C hereto for such party by any of the following means: (a) personal service; (b) overnight courier; or (c) registered or certified, first class U.S. mail, return receipt requested, or at such other address as such party may designate by ten (10) days’ advance written notice to the other party hereto pursuant to this section; provided, however, that the delivery of financial statements, financial reports, other financial information and certificates may be done by electronic transmission as specified by Lender to Borrower. Any notice, demand or request sent pursuant to subsection (a) above shall be deemed received upon such personal service. Any notice, demand or request sent pursuant to subsection (b) above shall be deemed received on the Business Day immediately following deposit with the overnight courier, and, if sent pursuant to subsection (c) above, shall be deemed received forty-eight (48) hours following deposit into the U.S. mail.

6.9 Severability; No Offsets. If any provision of the Loan Documents shall be held by any court of competent jurisdiction to be unlawful, voidable, void, or unenforceable for any reason, such provision shall be deemed to be severable from and shall in no way affect the validity or enforceability of the remaining provisions of the Loan Documents. No Obligations shall be offset by all or part of any claim, cause of action, or cross-claim of any kind, whether liquidated or unliquidated, which Borrower now has or may hereafter acquire or allege to have acquired against Lender. To the fullest extent permitted by law, Borrower waives the benefits of any applicable law, regulation, or procedure which provides, in substance, that where cross demands for money exist between parties at any point in time when neither demand is barred by the applicable statute of limitations, and an action is thereafter commenced by one such party, the other party may assert the defense of payment in that the two demands are compensated so far as they equal each other, notwithstanding that an independent action asserting the claim would at the time of filing the response be barred by the applicable statute of limitations.

6.10 Interpretation. Whenever the context of this Agreement reasonably requires, all words used in the singular shall be deemed to have been used in the plural, and the neuter gender shall be deemed to include the masculine and feminine gender, and vice versa. The headings to sections of this Agreement are for convenient reference only and shall not be used in interpreting this Agreement. For purposes of this Agreement, (a) the term “including” shall be deemed to mean “including without limitation”; (b) the term “document” shall be deemed to include all written contracts, commitments, agreements, and instruments; and (c) the term “discretion,” when applied to any determination, consent, or approval right by Lender, shall be deemed to mean Lender’s sole but good faith business judgment.

6.11 Time of the Essence. Time is of the essence in the performance of each provision of the Loan Documents by Borrower.

6.12 Amendments. The Loan Documents (excluding the Guaranties) may be modified only by a written agreement signed by Borrower and Lender. Notwithstanding the foregoing, as well as any other terms in this Agreement, the Note or other Loan Documents, the Loan may be renewed or the relevant Maturity Date extended repeatedly and/or for any length of time by written notice from Lender to Borrower, which notice need not be executed by Borrower.

6.13 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same document.

6.14 Entire Agreement. The Loan Documents contain the entire agreement concerning the subject matter of the Loan Documents and supersede all prior and contemporaneous negotiations, agreements, statements, understandings, terms, conditions, representations and warranties, whether oral or written, by and among Lender, Borrower and Guarantors concerning the Loan which is the subject matter of the Loan Documents.

6.15 No Waiver by Lender. No waiver by Lender of any of its rights or remedies in connection with the Obligations or of any of the terms or conditions of the Loan Documents shall be effective unless such waiver is in writing and signed by Lender.

6.16 Cumulative Remedies. No right or remedy of Lender under this Agreement or the other Loan Documents shall be exclusive of any other right or remedy under the Loan Documents or to which Lender may be entitled. Lender’s rights and remedies under the Loan Documents are cumulative and in addition to all other rights and remedies which Lender may have under any other document with Borrower and under applicable law.

6.17 Assignment. Borrower shall not assign, encumber, or otherwise transfer any or all of Borrower’s rights under the Loan Documents, whether voluntarily, involuntarily, or by operation of law, without Lender’s prior written consent, which consent may be withheld in Lender’s discretion. Any purported assignment, encumbrance or transfer by Borrower in violation of this Section shall be void. Borrower acknowledges and agrees that Lender’s agreement to make the Loan to Borrower and enter into the Loan Documents is based in material part on Lender’s reliance on Borrower’s particular financial condition, credit history, character, experience, ability, skill, and reputation, as represented by Borrower to Lender.

6.18 Waivers. Borrower waives presentment, demand for payment, protest, notice of demand, dishonor, protest and non-payment, and all other notices and demands in connection with the delivery, acceptance, performance, default under, and enforcement of the Loan Documents. Borrower waives the right to assert any statute of limitations as a defense to the enforcement of any or all of the Loan Documents to the fullest extent permitted by law. Without limiting the generality of the immediately preceding sentence, in the event of Borrower’s payment in partial satisfaction of any or all of the Obligations, Lender shall have the sole and exclusive right and authority to designate the portion of the Obligations that is to be satisfied. Borrower and all Persons holding a lien of any kind affecting all or part of the Collateral who have actual or constructive notice of this Agreement waive (a) all rights to require marshalling of assets or liens in the event of Lender’s exercise of any of its rights and remedies under the Loan Documents; and (b) all rights to require Lender to exercise any other right or power or to pursue any other remedy which Lender may have under any document or applicable law before exercising any other such right, power, or remedy.

6.19 Confidentiality. The Lender agrees to maintain the confidentiality of the Confidential Information (as defined below), except that Confidential Information may be disclosed (a) to its and its affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that (i) the Persons to whom such disclosure is made will be informed of the confidential nature of such Confidential Information and instructed to keep such Confidential Information confidential in accordance with the terms of this Agreement and (ii) that the Lender shall be responsible for any breach of this Section 6.19 by any of its and its affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to any of the Loan Documents, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to the Loan Documents or the enforcement of rights thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 6.19, to (i) any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Confidential Information (i) becomes publicly available other than as a result of a breach of this Section 6.19 or (ii) becomes available to the Lender on a non-confidential basis from a source other than the Borrower. For the purposes of this Section 6.19, “Confidential Information” means all information now or hereafter received from the Borrower relating to Borrower or any Guarantor, or their respective businesses, as well as any information regarding any client of Borrower or any Guarantor which is provided to Lender pursuant to this Agreement or any other Loan Document, other than any such information that is available to the Lender on a non-confidential basis prior to disclosure by the Borrower. Any Person required to maintain the confidentiality of Confidential Information as provided in this Section 6.19 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Confidential Information as such Person would accord to its own confidential information or, in the case of such Lender, Lender has treated such Confidential Information in a manner consistent with banking industry standards for the treatment of confidential information. The provisions of this Section 6.19 shall survive the termination of the Commitment and repayment of the Loan and other obligations arising hereunder.

6.20 Applicable Law; Jurisdiction. The Loan Documents shall be governed by and construed in accordance with the laws of the State of New York. Borrower agrees that the courts of the State of New York and Federal District Courts located in New York City, New York, shall have exclusive jurisdiction and venue of any action or proceeding directly or indirectly arising out of or related to the negotiation, execution, delivery, performance, breach, enforcement or interpretation of this Agreement and all of the other Loan Documents or any of the transactions contemplated by or related to any or all of the Loan Documents, regardless of whether or not any claim, counterclaim or defense in any such action or proceeding is characterized as arising out of fraud, negligence, intentional misconduct, breach of contract or fiduciary duty, or violation of any Governmental Requirements. Borrower irrevocably consents to the personal jurisdiction of such courts, to such venue, and to the service of process in the manner provided for the giving of notices in this Agreement. Borrower waives all objections to such jurisdiction and venue, including all objections that are based upon inconvenience or the nature of the forum.

6.21 WAIVER OF RIGHT TO JURY TRIAL. BORROWER IRREVOCABLY WAIVES ALL RIGHTS TO A JURY TRIAL IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY RELATING TO THE LOAN, THIS AGREEMENT, ANY AGREEMENT SECURING THE NOTE, OR ANY OF THE OTHER LOAN DOCUMENTS, ANY OR ALL OF THE COLLATERAL SECURING THE LOAN, OR ANY OF THE TRANSACTIONS WHICH ARE CONTEMPLATED BY THE LOAN DOCUMENTS. THE JURY TRIAL WAIVER CONTAINED IN THIS SECTION IS INTENDED TO APPLY, TO THE FULLEST EXTENT PERMITTED BY LAW, TO ANY AND ALL DISPUTES AND CONTROVERSIES THAT ARISE OUT OF OR IN ANY WAY RELATED TO ANY OR ALL OF THE MATTERS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE, INCLUDING WITHOUT LIMITATION CONTRACT CLAIMS, TORT CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS OF ANY KIND. BORROWER ACKNOWLEDGES AND AGREES THAT (1) BORROWER HAS CAREFULLY READ AND UNDERSTANDS ALL OF THE TERMS OF THE LOAN DOCUMENTS; (2) BORROWER HAS EXECUTED THE LOAN DOCUMENTS FREELY AND VOLUNTARILY, AFTER HAVING CONSULTED WITH BORROWER’S INDEPENDENT LEGAL COUNSEL AND AFTER HAVING HAD ALL OF THE TERMS OF THE LOAN DOCUMENTS EXPLAINED TO IT BY ITS INDEPENDENT LEGAL COUNSEL OR AFTER HAVING HAD A FULL AND ADEQUATE OPPORTUNITY TO CONSULT WITH BORROWER’S INDEPENDENT LEGAL COUNSEL; (3) THE WAIVERS CONTAINED IN THE LOAN DOCUMENTS ARE REASONABLE, NOT CONTRARY TO PUBLIC POLICY OR LAW, AND HAVE BEEN INTENTIONALLY, INTELLIGENTLY, KNOWINGLY, AND VOLUNTARILY AGREED TO BY BORROWER; (4) THE WAIVERS CONTAINED IN THE LOAN DOCUMENTS HAVE BEEN AGREED TO BY BORROWER WITH FULL KNOWLEDGE OF THEIR SIGNIFICANCE AND CONSEQUENCES, INCLUDING FULL KNOWLEDGE OF THE SPECIFIC NATURE OF ANY RIGHTS OR DEFENSES WHICH BORROWER HAS AGREED TO WAIVE PURSUANT TO THE LOAN DOCUMENTS; (5) BORROWER HAS HAD A FULL AND ADEQUATE OPPORTUNITY TO NEGOTIATE THE TERMS CONTAINED IN THE LOAN DOCUMENTS; (6) BORROWER IS EXPERIENCED IN AND FAMILIAR WITH LOAN TRANSACTIONS OF THE TYPE EVIDENCED BY THE LOAN DOCUMENTS; AND (7) THE WAIVERS CONTAINED IN THE LOAN DOCUMENTS ARE MATERIAL INDUCEMENTS TO LENDER’S EXTENSION OF CREDIT TO BORROWER, AND LENDER HAS RELIED ON SUCH WAIVERS IN MAKING THE LOAN TO BORROWER AND WILL CONTINUE TO RELY ON SUCH WAIVERS IN ANY RELATED FUTURE DEALINGS WITH BORROWER. THE WAIVERS CONTAINED IN THE LOAN DOCUMENTS SHALL APPLY TO ALL SUBSEQUENT EXTENSIONS, RENEWALS, MODIFICATIONS, AND REPLACEMENTS OF THE LOAN DOCUMENTS. TO THE EXTENT BORROWER DOES NOT OTHERWISE PROVIDE CONSENT AS MAY BE REASONABLY REQUESTED BY LENDER IN CONNECTION WITH BORROWER’S WAIVER OF ITS RIGHT TO A JURY TRIAL HEREUNDER, THIS AGREEMENT MAY BE FILED WITH ANY COURT OF COMPETENT JURISDICTION AS BORROWER’S WRITTEN CONSENT TO BORROWER’S WAIVER OF A JURY TRIAL.

6.22 Successors. Subject to the restrictions contained in the Loan Documents, the Loan Documents shall be binding upon and inure to the benefit of Lender and Borrower and their respective permitted successors and assigns.

IN WITNESS WHEREOF, each of the parties hereto has caused this Second Amended and Restated Loan Agreement to be duly executed as of the date first set forth above.

BORROWER:
ANDERSEN TAX LLC
By:	/s/ Mark L. Vorsatz
Name:	Mark L. Vorsatz
Title:	Chief Executive Officer

LENDER:
First Republic Bank
By:	/s/ Alen Le Vine
Name:	ALAN LE VINE
Title:	VICE PRESIDENT

LOAN AGREEMENT

(LINE OF CREDIT AND TERM LOAN)

EXHIBIT A

FORM OF LINE OF CREDIT NOTE

LOAN AGREEMENT

(LINE OF CREDIT AND TERM LOAN)

EXHIBIT B

FORM OF 2017 TERM LOAN NOTE

LOAN AGREEMENT

(LINE OF CREDIT AND TERM LOAN)

EXHIBIT C

LOAN SCHEDULE

This Loan Schedule is an integral part of the Loan Agreement between Lender and Borrower, and the following terms are incorporated in and made a part of the Loan Agreement to which this Loan Schedule is attached:

1.	Borrower: ANDERSEN TAX LLC
2.	Guarantors: Andersen Tax Holdings LLC, MD Management LLC and MD Investment LLC. Guarantors shall also grant to Lender a first priority security interest in all of their assets.
3.	Borrower’s Notice Address:	Andersen Tax LLC 100 First Street Suite 1600 San Francisco, CA 94105 Attn: Chief Executive Officer with a copy to: Andersen Tax LLC 1177 Avenue of the Americas 18th Floor New York, NY 10036 Attn: Controller
4.	Lender’s Notice Address:	First Republic Bank 111 Pine Street San Francisco, CA 94111 Attention: Manager, Commercial Loan Operations Fax: (415) 296-3563
5.	Loan Fee: $57,255 Loan Fee and $1,000 Documentation Review Fee for the 2017 Term Loan. $41,250 Loan Fee and $1,000 Documentation Fee for the Line of Credit Loan. In addition, for each Letter of Credit issued by Borrower hereunder, Borrower shall at the time of issuance of such Letter of Credit and annually thereafter (prior to renewal) pay to Lender a letter credit fee equal to 2.0% per annum of the amount of such Letter of Credit (but in no event less than $500 for any Letter of Credit). If the amount of any Letter of Credit is ever increased, Borrower shall pay the above letter of credit fee on the increased amount at the time of the effectiveness thereof.
6.	Financial Covenants. Borrower shall comply with the following Financial Covenants:
	Profitability: Borrower shall maintain a net after tax profit of not less than $1.00 after each of Borrower’s fiscal years.
	Thirty (30) Day Out of Debt Requirement: (a) During the period from the Closing Date to the Line of Credit Maturity Date, and (b) during each consecutive twelve (12) month period thereafter if Lender in its discretion renews the Commitment (which Lender has no obligation to do), Borrower shall not permit to be outstanding any Indebtedness under the Line of Credit Loan (excluding any outstanding Letters of Credit from time to time) for a period of time equal to at least thirty (30) consecutive calendar days.

No Additional Indebtedness: Borrower shall not directly or indirectly make, create, incur, assume, or permit to exist Indebtedness during the term of this Agreement, excluding (i) Indebtedness owing by Borrower as of the date of this Agreement set forth in the schedule thereof below this paragraph (other than those that are being paid substantially concurrently with the funding of the Loan and so noted thereon); (ii) Indebtedness under the Loan Documents and other borrowings from the Lender; (iii) Indebtedness evidenced by capital leases or purchase money obligations provided that (A) in no event shall the sum of the aggregate principal amount of all capital lease obligations and purchase money obligations permitted by this clause exceed $500,000 at any time, and (B) such Indebtedness is used solely to acquire equipment and other fixed assets used in the ordinary course of Borrower’s business and that is secured only by such equipment and other fixed assets, as applicable; (iv) any Indebtedness comprising unsecured intercompany loans between Borrower and AT Holdings, provided that any intercompany loan by Borrower to AT Holdings is evidenced by a promissory note which is pledged to the Lender, and provided that any loans from AT Holdings to Borrower shall contain a subordination provision preventing repayment if any Event of Default exists hereunder, (v) unsecured guaranties by Borrower of Indebtedness or lease or other contractual obligations of any Guarantors incurred in the ordinary course of business to the extent such Indebtedness or lease or other contractual obligations would be permitted to be incurred hereunder by Borrower; (vi) any payments over time which represent redemptions of any equity interests of Borrower or any Guarantor, or a return/refund of capital of any such Persons, paid in each case to any employee, officer, Managing Director or director of any such Person, upon his/her termination of employment, (vii) Indebtedness of Borrower with respect to performance bonds, surety bonds, appeal bonds and custom bonds required in the ordinary course of business, provided that the aggregate outstanding amount of all such performance bonds, surety bonds, appeal bonds and custom bonds permitted by this clause shall not at any time exceed $500,000; (viii) commercially reasonable multi-year service agreements entered into in the ordinary course of business which provide for payments in installments; (ix) unsecured Indebtedness related to acquisitions by Borrower of other businesses similar to that of Borrower which shall not at any time exceed $3,000,000 in aggregate principal amount, and (x) other non-revolving unsecured Indebtedness not in excess of $500,000.

In addition, Borrower may request from Lender permission to use Indebtedness in connection with the acquisition of any Person or any division or line of business of any Person similar to the business of Borrower, which request shall be considered by Lender in good faith.

Debt Service Coverage Ratio: Borrower shall maintain a Debt Service Coverage Ratio of not less than 1.50:1.00. “Debt Service Coverage Ratio” is defined as net income before interest, taxes, depreciation and amortization, and less dividends and distributions (which include any redemption payments of equity interests or other payments representing a return of capital), divided by the current portion of long term debt as defined in accordance with generally accepted accounting principles plus interest expense for the past twelve months. This ratio shall be measured quarterly as of the last day of Borrower’s fiscal quarters.

Liquidity: Borrower shall maintain, during the term of the Loan, unencumbered Liquid Assets (other than the security interest granted by Borrower in favor of Lender) equal to not less than (i) the amount of the sum of the then current principal outstanding balance of all Indebtedness covered by clauses (a) through (d) of the definition of Indebtedness plus the amount of all outstanding Letters of Credit (collectively, the “Liquidity Indebtedness”) for the period from the Closing Date through December 31, 2017, and (ii) 1.25 times the amount of all Liquidity Indebtedness for the period from January 1, 2018 through the Maturity Date of the 2017 Term Loan, in each case verified quarterly and measured as of the last day of Borrower’s quarter end.

For purposes of the preceding covenant, “Liquid Assets” means the following assets: (i) unrestricted cash and certificates of deposit, (ii) treasury bills and other obligations of the U.S. Federal Government, (ii) readily marketable securities (including commercial paper, but excluding restricted stock and stock subject to the provisions of Rule 144 of the Securities and Exchange Commission), (iv) 75% of Eligible Accounts, and (v) 50% of Eligible WIP.

The term “Eligible Accounts” means at any time, all of Borrower’s accounts receivable which are generated in the ordinary course of its business (the “Accounts”). The amount of any Eligible Account included in the Liquidity ratio shall include all discounts, credits, and offsets of any nature. Unless otherwise agreed to by Lender in writing, Eligible Accounts do not include:

(1) Accounts with respect to which the account debtor is an employee or agent of Borrower or any Guarantor.

(2) Accounts with respect to which the account debtor is a subsidiary of, or affiliated with Borrower or any Guarantor or its or their shareholders, officers, or directors, or any accounts receivable or notes receivable from Andersen Global or any of its members.

(3) Accounts with respect to which the account debtor is not a resident of the United States.

(4) Accounts with respect to which Borrower is or may become liable to the account debtor for goods sold or services rendered by the account debtor to Borrower.

(5) Accounts which are subject to dispute, counterclaim, or setoff.

(6) Accounts with respect to which services have not been rendered to the account debtor.

(7) Accounts with respect to which Lender, in its reasonable judgment after consultation with Borrower, deems the creditworthiness or financial condition of the account debtor to be unsatisfactory.

(8) Accounts of any account debtor who has filed or has had filed against it a petition in bankruptcy or an application for relief under any provision of any state or federal bankruptcy, insolvency, or debtor-in-relief acts; or who has had appointed a trustee, custodian, or receiver for the assets of such account debtor; or who has made an assignment for the benefit of creditors or has become insolvent or fails generally to pay its debts (including its payrolls) as such debts become due.

(9) Accounts with respect to which the account debtor is the United States government or any department or agency of the United States.

(10) Accounts which have not been paid in full within 120 days from the invoice date. The entire balance of any Account of any single account debtor will be ineligible whenever the portion of the Account which has not been paid within 90 days from the invoice date is in excess of 25% of the total amount outstanding on the Account.

The term “Eligible WIP” means at any time, all of Borrower’s unbilled work in progress which is generated in the ordinary course of its business (the “WIP”). The amount of any Eligible WIP included in the Liquidity ratio shall include all discounts, credits, and offsets of any nature. Unless otherwise agreed to by Lender in writing, Eligible WIP does not include:

(1) WIP with respect to which the account debtor is an employee or agent of Borrower or any Guarantor.

(2) WIP with respect to which the account debtor is a subsidiary of, or affiliated with Borrower or any Guarantor or its or their shareholders, officers, or directors.

(3) WIP with respect to which the account debtor is not a resident of the United States.

(4) WIP with respect to which Borrower is or may become liable to the account debtor for goods sold or services rendered by the account debtor to Borrower.

(5) WIP with respect to which Lender, in its reasonable judgment after consultation with Borrower, deems the creditworthiness or financial condition of the account debtor to be unsatisfactory.

(6) WIP of any account debtor who has filed or has had filed against it a petition in bankruptcy or an application for relief under any provision of any state or federal bankruptcy, insolvency, or debtor-in-relief acts; or who has had appointed a trustee, custodian, or receiver for the assets of such account debtor; or who has made an assignment for the benefit of creditors or has become insolvent or fails generally to pay its debts (including its payrolls) as such debts become due.

(7) WIP with respect to which the account debtor is the United States government or any department or agency of the United States.

(8) WIP which is older than 120 days.

Loans by Borrower: Borrower shall not (and shall not permit any Guarantor to) loan or advance money to any other Person, except as follows:

(1) Loans or advances may be made by Borrower to any of its officers, directors, Managing Directors or employees, or to any principal of a member firm of Andersen Global, as long as (a) each such loan or advance is on arm’s length terms, shall mature within seven years and is approved by the Board of Directors or management of Borrower as required by Borrower’s applicable corporate or other governing documents, (b) all such loans and advances shall not at any time have an outstanding principal balance in excess of $1,000,000 individually or $5,000,000 in the aggregate (except that loans or advances for moving, relocation and travel expenses and other similar expenditures in the ordinary course of business consistent with past practice shall not count against the $5,000,000 aggregate cap);

(2) Loans or advances may be made by Borrower or any Guarantor to any affiliate (as defined in Rule 405 under the Securities Act of 1933) of Borrower or to any member of Andersen Global, as long as (a) each such loan or advance is on arm’s length terms, shall mature within 11 years and is approved by the Board of Directors of Borrower or the managing person or body of any Guarantors, and (b) all such loans and advances shall not at any time have an outstanding principal balance in excess of $5,000,000 individually or $10,000,000 in the aggregate; and

No loan or advance described in paragraphs (1) or (2) immediately above shall be approved or made at any time that a Default or Event of Default has occurred and is continuing.

7. Accounting.

7.1 Annual Financial Statements. Within 180 days after the end of each of Borrower’s fiscal years, Borrower shall deliver to Lender a balance sheet, a statement of profit and loss and a statement of cash flows for such fiscal year, which shall comply with the following requirements: All annual financial statements shall be prepared in accordance with GAAP, consistently applied, shall be audited by an independent public accountant reasonably satisfactory to Lender and shall be certified by Borrower’s chief financial officer or by another officer or agent of Borrower acceptable to Lender.

7.2 Quarterly Financial Statements. Within 45 days after the close of each of the first three calendar quarters of Borrower’s fiscal year, Borrower shall deliver to Lender a balance sheet, a statement of profit and loss and a statement of cash flows for such calendar quarter and the fiscal year to date, which shall comply with the following requirements: All quarterly financial statements shall be prepared in accordance with GAAP, consistently applied (except for year-end adjustments and notes), and shall be certified by Borrower’s chief financial officer or by another officer or agent of Borrower acceptable to Lender.

7.3 Accounts Receivable Aging Report. Within 45 days after the close of the first three calendar quarters of Borrower’s fiscal year, Borrower shall deliver to Lender an accounts receivable aging report as of the end of such quarter, which shall comply with the following requirements: All reports shall be in a form and contain such detail as is reasonably satisfactory to Lender and shall be certified by Borrower’s chief financial officer or another officer or agent of Borrower acceptable to Lender.

7.4 Compliance Certificate. Within 45 days after the close of each quarter of Borrower’s fiscal year, Borrower shall deliver to Lender a certificate of an executive officer of Borrower in the form of Exhibit D hereto. Such certificate shall be certified by Borrower’s chief financial officer or another executive officer of Borrower.

8. Nature of Line of Credit. The Line of Credit Loan is a revolving line of credit loan, and within the limits of the Commitment and the Letter of Credit Sublimit and subject to the terms and conditions of this Agreement and the other Loan Documents, Borrower may borrow, prepay pursuant to the Note evidencing Line of Credit Loan, and reborrow the principal amount of the Line of Credit Loan.

9. Authorization to Charge Account.

9.1 Automatic Payment Authorization. Borrower authorizes Lender to make automatic deductions from the following deposit account (“Account”) maintained by Borrower at Lender’s offices in order to pay, when and as due, all installment payments of interest, and/or principal, renewal, modification or other fees or payments (a “Payment”) that Borrower is required or obligated to pay to Lender under the Note or other Loan Documents:

Account No: 

Without limiting any of the terms of the Loan Documents, Borrower acknowledges and agrees that if Borrower defaults in its obligation to make a Payment because the collected funds in the Account are insufficient to make such Payment in full on the date that such Payment is due, then Borrower shall be responsible for all late payment charges and other consequences of such default by Borrower under the terms of the Loan Documents.

9.2 Revocation of Authorization. Subject to Section 9.3, this authorization shall continue in full force and effect until the date which is five (5) Business Days after the date on which Lender actually receives written notice from Borrower expressly revoking the authority granted to Lender to charge the Account for Payments in connection with the Loan. No such revocation by Borrower shall in any way release Borrower from or otherwise affect Borrower’s obligations under the Loan Documents, including Borrower’s obligations to continue to make all Payments required under the terms of the Note.

9.3 Termination by Lender. Lender, at its option and in its discretion, reserves the right to terminate the arrangement for automatic deductions from the Account pursuant to this Section at any time effective upon written notice of such election (a “Termination Notice”) given by Lender to Borrower. Without limiting the generality of the immediately preceding sentence, Lender may elect to give a Termination Notice to Borrower if Borrower fails to comply with any of Lender’s rules, regulations, or policies relating to the Account, including requirements regarding minimum balance, service charges, overdrafts, insufficient funds, uncollected funds, returned items, and limitations on withdrawals.

9.4 Increase in Interest Rate Upon Termination of Automatic Debit Arrangement. The date on which the arrangement for automatic deductions from the Account terminates (whether as a result of Borrower’s revocation of such arrangement or any Termination Notice given by Lender) is referred to as the “Auto Debit Termination Date.” Borrower acknowledges and agrees that Lender would not have been willing to make the Loan at the interest rate or interest rates contained in the Note in the absence of the arrangement for automatic deductions from the Account pursuant to this authorization. Therefore, effective on the first due date of a Payment following the Auto Debit Termination Date, Lender, at its option and in its discretion, shall have the right to increase the interest rate on the outstanding principal balance of the Note to a rate which is equal to one-half percent (0.50%) per annum (“Percentage Rate Increase”) above the otherwise applicable interest rate under the terms of the Note. If the Note provides for amortized monthly payments of principal and interest, then the amount of such monthly payments shall be increased by Lender based on a reamortization schedule prepared by Lender using the increased interest rate and the then remaining number of months in the original amortization period that was used by Lender to calculate the original monthly payment amount. Such new monthly payments shall be payable commencing on the first Payment due date following the date of the interest rate increase.

10. Other Covenants.

Borrower shall at all times comply with all of the following additional covenants:

10.1 If the Line of Credit Loan is not renewed, is cancelled or otherwise terminated, prior to the expiration date of any Letter of Credit issued under the Letter of Credit Sublimit, the Borrower shall provide cash collateral to Lender, within five (5) Business Days of written demand by Lender, in an amount equal to the aggregate current amount of the issued Letters of Credit.

11. Letter of Credit Sublimit. $5,000,000; provided, however, that notwithstanding the amount of the Letter of Credit Sublimit, at no time shall the outstanding amounts of all issued Letters of Credit plus the outstanding principal amount of the Line of Credit Advances exceed $12,500,000, and Lender shall be under no obligation to issue any Letter of Credit if doing so would cause the foregoing to occur.

12. Letters of Credit. Letters of credit will be made available and issued for the account of Borrower as part of the Commitment to Borrower under this Agreement, subject to the Letter of Credit Sublimit and the other terms and conditions of this Agreement, including the following terms:

12.1 Certain Definitions. For purposes of this Loan Schedule, the following terms shall have the following meanings:

(a) Letters of Credit. “Letters of Credit” means one or more standby letters of credit, in form and substance acceptable to the Lender, now or hereafter issued by the Lender for the account of Borrower, and all extensions, renewals, modifications and replacements of any or all of such documents. Lender shall be referred to hereunder as the “Issuer.”

(b) Letter of Credit Agreements. “Letter of Credit Agreements” means a standby letter of credit agreement or agreements, and all related documents now or hereafter executed by Borrower or any other account party for Borrower’s benefit in connection with the issuance by Issuer, for the account of Borrower, of a Letter or Letters of Credit for the account of Borrower, and all extensions, renewals, modifications and replacements of such agreements and documents.

(c) Letter of Credit Sublimit. “Letter of Credit Sublimit” means the amount shown in this Loan Schedule as the Letter of Credit Sublimit, representing the maximum face amount of all Letters of Credit that Borrower is entitled to obtain from the Issuer, for the account of Borrower, and that may be outstanding at any time under this Agreement.

12.2 Letters of Credit. Upon Borrower’s request from time to time prior to the Line of Credit Maturity Date, and subject to Borrower’s satisfaction of the Lender’s then standard and customary requirements and conditions (including the payment of the Lender’s then customary initial and periodic Letter of Credit fees and charges), and provided that no Default or Event of Default has occurred and is continuing, the Issuer shall issue Letters of Credit, for the account of Borrower, in aggregate amounts not exceeding at any time the Letter of Credit Sublimit. All Letters of Credit now or hereafter issued by the Lender, for the account of Borrower, shall be deemed to reduce the amount of the Commitment by the aggregate face amount of such Letters of Credit, from time to time outstanding. Any payment made by the Lender under or in connection with a Letter of Credit shall constitute a Line of Credit Advance under this Agreement and part of the outstanding principal balance of the Line of Credit Loan on the date such payment is made. Borrower agrees to indemnify and hold the Lender harmless from and against any loss, cost, expense, or liability, including payments made by Lender, reasonable expenses, and reasonable attorneys’ fees incurred by Lender arising out of or in connection with any Letters of Credit.

12.3 On the date of this Agreement, the parties agree that the following Letters of Credit have been issued and are currently outstanding under the Prior Agreement and will be outstanding Letters of Credit under this Agreement, and the corresponding Letter of Credit Agreement for each Letter of Credit will continue in full force and effect (with any reference in any Letter of Credit Agreement to the Prior Agreement being modified to refer to this Agreement):

(i) Letter of Credit    dated September 28, 2011, in favor of Kramer Levin Naftalis & Frankel LLP in the amount of $614,042 as of March 31, 2017. The corresponding Letter of Credit Agreement is that certain Standby Letter of Credit Application, Reimbursement Agreement and Security Agreement between Borrower and Lender dated September 28, 2011 and which references this Letter of Credit.

(ii) Letter of Credit    dated September 28, 2011, in favor of Kilroy Realty, L.P. in the current amount of $600,000 as of March 31, 2017. The corresponding Letter of Credit Agreement is that certain Standby Letter of Credit Application, Reimbursement Agreement and Security Agreement between Borrower and Lender dated September 28, 2011 and which references this Letter of Credit.

(iii) Letter of Credit    dated March 9, 2015, in favor of 125 High Street, L.P., do Tishman Speyer Properties, L.P., in the amount of $400,000 as of March 31, 2017. The corresponding Letter of Credit Agreement is that certain Standby Letter of Credit Application, Reimbursement Agreement and Security Agreement between Borrower and Lender dated February 23, 2015 and which references this Letter of Credit.

Schedule 1 to

Exhibit C to the Loan Agreement

Indebtedness of Borrower and Guarantors as of March 31, 2017

Indebtedness Prior to Closing:

Amended and Restated Loan Agreement between Lender and Borrower, dated February 25, 2014, and all Indebtedness outstanding thereunder and under the Loan Documents (as defined in said Loan Agreement, and including Indebtedness pursuant to the Promissory Notes in the principal amounts of $10,000,000 and $30,000,000 and pursuant to the Letters of Credit issued thereunder)

Capital Lease obligations not in excess of $122,214.

Indebtedness Following Closing:

Second Amended and Restated Loan Agreement (Line of Credit and Term Loan) dated as of the Closing Date between Borrower and Lender and all Loan Documents (as defined therein), including:

• Promissory Note for 2017 Term Loan in the amount of $17,350,000 dated as of the Closing Date;

• Amended and Restated Promissory Note for Line of Credit in the amount of $12,500,000 dated as of the Closing Date; and

• All Letters of Credit (as defined therein) outstanding thereunder.

Capital Lease obligations not in excess of $122,214.

LOAN AGREEMENT

EXHIBIT D

OFFICER’S CERTIFICATE

LOAN AGREEMENT

EXHIBIT E

AS OF MAY 12, 2017

Firm	Country	Region	Firm Type
Andersen Tax & Legal, Cologne	Germany	Europe	Member Firm
Alegis	Germany & Luxembourg	Europe	Member Firm
Andersen Tax & Legal (formerly Global Abogados)	Spain	Europe	Member Firm
Andersen Tax & Legal (formerly Noda Studio)	Italy	Europe	Member Firm
Andersen Tax & Legal (formerly Olleros Abogados)	Spain	Europe	Member Firm
Andersen Tax & Legal (formerly Taxperience)	Netherlands	Europe	Member Firm
Taxperience	Russia	Europe	Member Firm
Andersen Tax & Legal	Mexico	Latin America	Member Firm
Andersen Tax (formerly Landa Consultores)	Chile	Latin America	Member Firm
Andersen Tax (formerly MDR Advisory)	Switzerland	Europe	Member Firm
Andersen Tax (formerly Trust Consulting)	Guatemala	Latin America	Member Firm
Andersen Tax (Formerly INOVV)	Brazil	Latin America	Member Firm
Andersen Tax (formerly Taxperience)	Poland	Europe	Member Firm
Andersen Tax & Legal (formerly Nobre Guedes)	Portugal	Europe	Member Firm
PrimeTax	Switzerland	Europe	Member Firm
Ralon Oreliana & Asociados - Guatemala	Guatemala	Latin America	Member Firm
Rivera, Bolivar y Castaliedas (RBC)	Panama	Latin America	Member Firm
STC Partners	France	Europe	Member Firm
Etude Couderc	Switzerland	Europe	Member Firm
Andersen Tax LLC	United States	United States	US Firm

EX-10.17

Exhibit 10.17

RENEWAL AND MODIFICATION AGREEMENT

This Renewal and Modification Agreement (this “Agreement”), dated as of June 22, 2018 for reference purposes only, is made by and between Andersen Tax LLC (“Borrower”) and First Republic Bank (the “Lender”), with reference to the following facts:

A. The Lender has previously made or committed to make revolving loans in the aggregate maximum principal amount of $12,500,000.00 and a term loan in the original principal amount of $17,350,000 (collectively, the “Loans”) to Borrower.

B. The Loans arise out of that certain Second Amended and Restated Loan Agreement dated May 12, 2017 (as amended, the “Loan Agreement”) to which Borrower and the Lender are parties. All terms with an initial capital letter that are used but not defined in this Agreement shall have the respective meanings given to such terms in the Loan Agreement.

C. Borrower has now requested that Lender extend the maturity date of the Line of Credit Note from July 12, 2018 to May 15, 2019, and Lender has agreed to do so on the terms set forth herein.

THEREFORE, for valuable consideration, the Lender and Borrower agree as follows:

1. Extension of Line of Credit Note Maturity Date. The Maturity Date of the Line of Credit Note is extended to May 15, 2019, at which time the entire unpaid principal balance of the Line of Credit Note, all accrued and unpaid interest and any other outstanding amounts due Lender under the Loan Documents shall be due and payable. The Line of Credit Note and the Loan Documents are amended accordingly.

2. Floor Interest Rate. Section 2.2 of the Note is amended to read as follows:

2.2 Interest. From the Disbursement Date to the Maturity Date of this Note, the Note Rate shall be equal to the Index minus one-half of one percentage point (0.5%) per annum, rounded upward to the nearest one-eighth (1/8th) of one percentage point (0.125%), subject to Section 4 below; but provided, however, that notwithstanding the preceding provisions, from June 11, 2018 to the Maturity Date of this Note the interest rate shall not be lower than 1.5% per annum. The Note Rate shall be adjusted concurrently with, and such adjustments shall be effective on the same date as, adjustments announced in the Index.

3. Amendment of Exhibit C. Clause (v) of the subsection of Section 6 of Exhibit C to the Loan Agreement entitled “No Additional Indebtedness” is amended to read as follows:

(v) unsecured guaranties by Borrower of (A) Indebtedness or lease or other contractual obligations of any Guarantors incurred in the ordinary course of business to the extent such Indebtedness or lease or other contractual obligations would be permitted to be incurred hereunder by Borrower, or (B) Indebtedness to Lender of employees or equity owners of Borrower or any Guarantor with respect to loans by Lender to such persons to finance the purchase of equity interests in Borrower or any Guarantor;

4. Representations and Warranties. As a material inducement to the Lender’s execution of this Agreement, Borrower makes the following warranties and representations to the Lender:

4.1 Borrower has the full power and authority to enter into and perform all of its obligations under this Agreement, and this Agreement, when executed by the Persons signing this Agreement on behalf of Borrower, shall constitute a legal, valid and binding obligation of Borrower enforceable in accordance with its terms (except as enforcement may be limited by equitable principles and by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors’ rights generally and regardless of whether enforcement is sought in equity or at law). The Persons executing this Agreement on behalf of Borrower have been duly authorized to execute this Agreement by all required action on the part of Borrower.

Loan No.     ;     

Obligor No.     

4.2 There are no Liens affecting all or part or the Collateral, except for the Liens in favor of the Lender and the Permitted Liens.

4.3 No Event of Default has occurred and is continuing.

5. No Modification of Loan Documents. Nothing contained in this Agreement shall be construed to obligate the Lender to extend the time for payment of any Note or otherwise modify any of the Loan Documents in any respect, except as expressly set forth in this Agreement.

6. No Waiver. No waiver by the Lender of any of its rights or remedies in connection with the Loan Documents shall be effective unless such waiver is in writing and signed by the Lender. The Lender’s rights and remedies under this Agreement are cumulative with and in addition to any and all other legal and equitable rights and remedies which the Lender may have in connection with the Loans.

7. Entire Agreement. This Agreement and the other Loan Documents contain the entire agreement and understanding among the parties concerning the matters covered by this Agreement and other Loan Documents and supersede all prior and contemporaneous agreements, statements, understandings, terms, conditions, negotiations, representations and warranties, whether written or oral, made by the Lender or Borrower concerning the matters covered by this Agreement and the other Loan Documents.

8. Modifications. This Agreement may be modified only by a written agreement signed by Borrower and the Lender.

9. Descriptive Headings; Interpretation. The headings to sections of this Agreement are for convenient reference only and shall not be used in interpreting this Agreement. For purses of this Agreement, the term “including” shall be deemed to mean “including without limitation.”

10. Fees. Pursuant to the Loan Documents, Borrower shall pay to the Lender (a) a renewal facility fee of $41,250.00, (b) a documentation fee of $1,000, and (c) all reasonable and documented out-of-pocket costs, charges, and expenses paid or incurred by the Lender in connection with the preparation of this Agreement and the transactions contemplated hereby, including reasonable attorneys’ fees (all of which amounts will be debited from Borrower’s account number     ). Borrower shall pay all reasonable and documented out-of-pocket costs and expenses, including reasonable attorneys’ fees and costs, incurred by the Lender in enforcing any of the terms of this Agreement or the other Loan Documents, whether or not any legal proceedings are instituted by the Lender.

11. Indemnification. Borrower shall indemnify and hold the Lender and its officers, directors, agents, employees, representatives, shareholders, affiliates, successors and assigns (collectively, the “Indemnified Parties”) harmless from and against any and all claims, demands, damages, liabilities, actions, causes of action, suits, reasonable costs and expenses, including reasonable attorneys’ fees and costs, directly arising out of or relating to any commission or brokerage fee or charge claimed to be due or owing to any Person in connection with the transactions contemplated by this Agreement as a result of any act or agreement by the Borrower.

12. No Third Party Beneficiaries. This Agreement is entered into for the sole benefit of the Lender and Borrower, and no other Person shall have any right of action under this Agreement.

13. NO CLAIMS. BORROWER ACKNOWLEDGES AND AGREES THAT (A) IT HAS NO OFFSETS OR DEDUCTIONS OF ANY KIND AGAINST ANY OR ALL OF THE OBLIGATIONS; AND (B) IT HAS NO DEFENSES OR OTHER CLAIMS OR CAUSES OF ACTION OF ANY KIND AGAINST THE LENDER IN CONNECTION WITH THE LOANS OR THE COLLATERAL.

14. Continuing Effect of Documents. The Line of Credit Note and the other Loan Documents, as modified by this Agreement, shall remain in full force and effect in accordance with their terms and are affirmed by Borrower.

2

15. Counterparts; Successors. This Agreement may be executed in counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same agreement. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective permitted successors and assigns.

IN WITNESS WHEREOF, the parties hereto have executed this Renewal and Modification Agreement as of the date first above written.

BORROWER:		LENDER:
Andersen Tax LLC		First Republic Bank
By:	/s/ Mark L. Vorsatz	By:	/s/ Johanna Hamel
Name: Mark L Vorsatz		Name: Johanna Hamel
Title: CEO, Managing Director		Title: Business Partner

3

EX-10.18

Exhibit 10.18

RENEWAL AND MODIFICATION AGREEMENT

This Renewal and Modification Agreement (this “Agreement”), dated as of April 3, 2019 for reference purposes only, is made by and between Andersen Tax LLC (“Borrower”) and First Republic Bank (the “Lender”), with reference to the following facts:

A. The Lender has previously made or committed to make revolving loans in the aggregate maximum principal amount of $12,500,000.00 and a term loan in the original principal amount of $17,350,000.00 (collectively, the “Loans”) to Borrower.

B. The Loans arise out of that certain Second Amended and Restated Loan Agreement dated May 12, 2017 (as amended, the “Loan Agreement”) to which Borrower and the Lender are parties. All terms with an initial capital letter that are used but not defined in this Agreement shall have the respective meanings given to such terms in the Loan Agreement.

C. Borrower has now requested that Lender (i) extend the maturity date of the Line of Credit Note from May 15, 2019 to May 15, 2020, (ii) increase the principal amount of the Commitment from $12,500,000.00 to $15,000,000.00, (iii) extend the maturity date of the 2017 Term Loan Note from May 1, 2022 to April 3, 2024 and (iv) make certain other changes to the Loan Documents, and Lender has agreed to do so on the terms set forth herein.

THEREFORE, for valuable consideration, the Lender and Borrower agree as follows:

1. Extension of Line of Credit Note Maturity Date. The Maturity Date of the Line of Credit Note is extended to May 15,2020, at which time the entire unpaid principal balance of the Line of Credit Note, all accrued and unpaid interest and any other outstanding amounts due Lender under the Loan Documents shall be due and payable. The Line of Credit Note and the Loan Documents are amended accordingly, and the Line of Credit Note is being concurrently amended and restated as the Fourth Amended and Restated Promissory Note (Line of Credit—Prime Rate Adjustable—Interest Only) dated April 3, 2019 (the “Fourth Amended and Restated Promissory Note”), which Fourth Amended and Restated Promissory Note shall hereafter be deemed to mean the Line of Credit Note, as amended herein.

2. Principal Amount of the Commitment. The principal amount of the Commitment (and the face amount of the Line of Credit Note) is hereby increased from the principal amount of $12,500,000.00 to $15,000,000.00 pursuant to the terms of the Loan Documents and the terms of the Fourth Amended and Restated Promissory Note.

3. Extension of 2017 Term Loan Note Maturity Date. Borrower agrees that on or before the effective date of this Agreement, it shall make a principal reduction payment in an amount sufficient to reduce the outstanding principal amount of the 2017 Term Loan to an amount not greater than $10,000,000.00. Provided Borrower has complied with the requirements of the immediately preceding sentence, the Maturity Date of the 2017 Term Loan Note is extended to April 3, 2024, at which time the entire unpaid principal balance of the 2017 Term Loan Note, all accrued and unpaid interest and any other outstanding amounts due Lender under the Loan Documents shall be due and payable. The 2017 Term Loan Note and the Loan Documents are amended accordingly, and the 2017 Term Loan Note is being concurrently amended and restated as the Amended and Restated Promissory Note dated April 3,2019 (the “Amended and Restated Promissory Note”), which Amended and Restated Promissory Note shall hereafter be deemed to mean the 2017 Term Loan Note, as amended herein.

4. 2017 Term Loan Interest Rate. The interest rate payable on the 2017 Term Loan is amended to be four and 40/100 percent (4.40%) per annum, pursuant to the terms of the Amended and Restated Promissory Note (including without limitation Section 4 thereof).

Loan No.     ;     

Obligor No.     

5. Amendment of Article 1, Definitions. Article 1 (Definitions) is hereby revised to add the following defined terms, which once added shall appear in alphabetic order, and the subsections under Article 1 shall be reordered accordingly:

“ASC 842. “ASC 842” means Accounting Standards Codification Topic 842, originally issued by the Financial Accounting Standards Board (“FASB”) as Accounting Standards Update (“ASU”) 2016-02 in February 2016, as modified or clarified by ASU 2018-11 and any other subsequent updates and clarifications issued by the FASB from time to time.”

“Finance Lease. “Finance Lease” means any lease which is classified and accounted for as a finance lease as defined in ASC 842. Leases that are classified and accounted for as a finance lease under ASC 842 were generally accounted for as capital leases under applicable FASB accounting standards that were in effect prior to the implementation of ASC 842, and are required to be capitalized on a Person’s balance sheet.”

“Operating Lease. “Operating Lease” means any lease of service contract which is classified and accounted for as an operating lease as defined in ASC 842. Leases that are classified and accounted for as an operating lease under ASC 842 were generally accounted for as operating leases under applicable FASB accounting standards that were in effect prior to the implementation of ASC 842, although leases classified as operating leases under ASC 842 may now be required to be capitalized on a Person’s balance sheet.”

6. Amendment of Loan Agreement Definition of “Indebtedness”. The definition of “Indebtedness” in Article 1 (Definitions) is hereby amended and restated to read as follows:

“Indebtedness. “Indebtedness” means, without duplication, (a) all obligations of .a Person for borrowed money, (b) all obligations of a Person evidenced by bonds, ‘ debentures, notes or other similar instruments, (c) all obligations of a Person to pay the deferred purchase price of property of services, except trade accounts payable arising and paid on a timely basis in the ordinary course of business, (d) (i) all lease obligations of a Person which are required to be classified and accounted for as capital leases on a balance sheet of such Person in accordance with GAAP prior to the Borrower’s implementation of ASC 842 or which are required to be classified and accounted for as Finance Leases following Borrower’s implementation of ASC 842, and (ii) the amount of Indebtedness of such leases shall be the amount reported as a liability as determined in accordance with GAAP at any applicable balance sheet date or other measurement date and (iii) for the avoidance of doubt, Indebtedness as defined in (d)(i) and (ii) above shall exclude lease obligations classified and accounted for as Operating Leases arising from the Borrower’s implementation of ASC 842 effective January 1, 2020 and thereafter, (e) all contingent and non-contingent obligations of a Person to reimburse any bank or other Person in respect of amounts paid under a letter of credit, banker’s acceptance or similar instrument, (f) all obligations of others secured by a lien on any asset of a Person, whether or not such obligation is otherwise an obligation of such Person, and provided that the amount of such Indebtedness of such Person under this clause (1) shall be the lesser of the fair market value of such property at the date of determination (determined in good faith by the Borrower) and the amount of such Indebtedness of such other Person, (g) the deferred portion from time to time of “earnouts,” and similar deferred payment obligations by excluding (i) trade accounts payable arising and paid on a timely basis in the ordinary course of business, and (ii) incentive compensation payable to Managing Directors, provided that such payments in each fiscal year of Borrower shall not, along with any payments payable to managing directors of the Guarantors, exceed 35% of the net income of Borrower and Guarantors before taxes, and (h) any guarantee of, or other contingent obligation with respect to, any Indebtedness of any other Person and (without duplication) any amount committed to be advanced, lent or extended to such other Person in the form of credit support being provided (whether as a comfort or “make whole” letter or other similar arrangement) for such other Person’s obligations (but excluding endorsements of instruments for deposit or collection in the ordinary course of business, obligations under indemnities incurred in the ordinary course of business or under stock purchase or asset purchase or sale agreements, or which do not cover Indebtedness of the types set forth in clauses (a) through (g) above), in each case howsoever evidenced, created, incurred, acquired or owing, whether, primary, secondary, direct, contingent, fixed or otherwise.”

7. Amendment of No Additional Indebtedness Covenant. Section 6 of Exhibit C to the Loan Agreement entitled “No Additional Indebtedness” is hereby amended and restated to read as follows:

“No Additional Indebtedness: Borrower shall not directly or indirectly make, create, incur, assume, or permit to exist Indebtedness during the term of this Agreement, excluding (i) Indebtedness owing by Borrower as of the date of this “ Agreement set forth in the schedule thereof below this paragraph (other than those that are being paid substantially concurrently with the funding of the Loan and so noted thereon); (ii) Indebtedness under the Loan Documents and other borrowings from the Lender; (iii) Indebtedness evidenced by capital leases or purchase money obligations provided that (A) in no event shall the sum of the aggregate principal amount of all capital lease obligations and purchase money obligations (including J leases classified and accounted for as Finance Leases under ASC 842 following Borrower’s implementation of ASC 842 effective January 1,2020 and thereafter) permitted by this clause exceed $500,000, and (B) such Indebtedness is used solely to acquire equipment and other fixed assets used in the ordinary course of Borrower’s business and that is secured only by such equipment and other fixed assets, as applicable; (iv) any Indebtedness comprising unsecured intercompany loans between Borrower and AT Holdings, provided that any intercompany loan by Borrower to AT Holdings is evidenced by a promissory note which is pledged to the Lender, and provided that any loans from AT Holdings to Borrower shall contain a subordination provision preventing repayment if any Event of Default exists hereunder, (v) unsecured guaranties by Borrower of (A) Indebtedness or lease or other contractual obligations of any Guarantors incurred in the ordinary course of business to the extent such Indebtedness or lease or other contractual obligations would be permitted to be incurred hereunder by Borrower or (B) Indebtedness to Lender of employees or equity owners of Borrower or any Guarantor with respect to loans by Lender to such persons to finance the purchase of equity interests in Borrower or any Guarantor; (vi) any payments over time which represent redemptions of any equity interests of Borrower or any Guarantor, or a return/refund of capital of any such Persons, paid in each case to any employee, officer, Managing Director or director of any such Person, upon his/her termination of employment, (vii) Indebtedness of Borrower with respect to performance bonds, surety bonds, appeal bonds and custom bonds required in the ordinary course of business, provided that the aggregate outstanding amount of all such performance bonds, surety bonds, appeal bonds and custom bonds permitted by this clause shall not at any time exceed $500,000; (viii) commercially reasonable multi-year service agreements entered into in the ordinary course of business which provide for payments in installments; (ix) unsecured Indebtedness related to acquisitions by Borrower of other businesses similar to that of Borrower which shall not at any time exceed $3,000,000 in aggregate principal amount, (x) other non-revolving unsecured Indebtedness not in excess of $500,000, and (xi) any Indebtedness evidenced by office leases, other operating leases or service contracts that are classified and accounted for as Operating Leases under ASC 842, following Borrower’s implementation of ASC 842 effective January 1, 2020 and thereafter.

In addition, Borrower may request from Lender permission to use Indebtedness in connection with the acquisition of any Person or any division or line of business of any Person similar to the business of Borrower, which request shall be considered by Lender in good faith.”

8. Amendment of Debt Service Coverage Ratio Covenant Section 6 of Exhibit C to the Loan Agreement entitled “Debt Service Coverage Ratio” is hereby amended and restated to read as follows:

“Debt Service Coverage Ratio: Borrower shall maintain a Debt Service Coverage Ratio of not less than 1.50:1.00. “Debt Service Coverage Ratio is defined as: net income before interest, taxes, depreciation and amortization, and less dividends and distributions (which include any redemption payments of equity interests or other payments representing a return of capital), divided by the current portions of long term debt as defined in accordance with GAAP plus interest expense for the past twelve months. This ratio shall be measured quarterly as of the last day of a Borrower’s fiscal quarters. For the avoidance of doubt, the current portions of long term debt shall exclude any lease obligations classified and accounted for as Operating Leases under ASC 842 following Borrower’s implementation of ASC 842 effective January 1,2020 and thereafter.”

9. Amendment of Liquidity Definition. The end of the first paragraph of the defined term “Liquidity” in Section 6 of Exhibit C to the Loan Agreement is hereby amended to add a new sentence as follows:

“For the avoidance of doubt, the current principal outstanding in (i) above shall exclude any lease obligations classified and accounted for as Operating Leases under ASC 842 following Borrower’s implementation of ASC 842 effective January 1,2020 and thereafter.” -

10. Representations and Warranties. As a material inducements the Lender’s execution of this Agreement, Borrower makes the following warranties and representations to the Lender:

10.1 Borrower has the full power and authority to enter into and perform all of its obligations under this Agreement, and this Agreement, when executed by the Persons signing this Agreement on behalf of Borrower, shall constitute a legal, valid and binding obligation of Borrower enforceable in accordance with its terms (except as enforcement may be limited by equitable principles and by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors’ rights generally and regardless of whether enforcement is sought in equity or at law). The Persons executing this Agreement on behalf of Borrower have been duly authorized to execute this Agreement by all required action on the part of Borrower.

10.2 There are no Liens affecting all or part or the Collateral, except for the Liens in favor of the Lender and the Permitted Liens. .

10.3 No Event of Default has occurred and is continuing.

11. No Modification of Loan Documents. Nothing contained in this Agreement shall be construed to obligate the Lender to extend the time for payment of any Note or otherwise modify any of the Loan Documents in any respect, except as expressly set forth in this Agreement.

12. No Waiver. No waiver by the Lender of any of its rights or remedies in connection with the Loan Documents shall be effective unless such waiver is in writing and signed by the Lender. The Lender’s rights and remedies under this Agreement are cumulative with and in addition to any and all other legal and equitable rights and remedies which the Lender may have in connection with the Loans.

13. Entire Agreement. This Agreement and the other Loan Documents contain the entire agreement and understanding among the parties concerning the matters covered by this Agreement and other Loan Documents and supersede all prior and contemporaneous agreements, statements, understandings, terms, conditions, negotiations, representations and warranties, whether written or oral, made by the Lender or Borrower concerning the matters covered by this Agreement and the other Loan Documents.

14. Modifications. This Agreement may be modified only by a written agreement signed by Borrower and the Lender.

15. Descriptive Headings; Interpretation. The headings to sections of this Agreement are for convenience of reference only and shall not be used in interpreting this Agreement. For purposes of this Agreement, the term “including” shall be deemed to mean “including without limitation.”

16. Fees. Pursuant to the Loan Documents, Borrower shall pay to the Lender (a) a renewal facility fee of $49,500.00 with respect to the Line of Credit Loan, (b) a renewal facility fee of $33,000.00 with respect to the 2017 Term Loan and (c) all reasonable and documented out-of-pocket costs, charges, and expenses paid or incurred by the Lender in connection with the preparation of this Agreement and the transactions contemplated hereby, including reasonable attorneys’ fees (all of which amounts will be debited from Borrower’s account number     ). Borrower shall pay all reasonable and documented out-of-pocket costs and expenses, including reasonable attorneys’ fees and costs, incurred by the Lender in enforcing any of the terms of this Agreement or the other Loan Documents, whether or not any legal proceedings are instituted by the Lender.

17. Indemnification. Borrower shall indemnify and hold me Lender and its officers, directors, agents, employees, representatives, shareholders, affiliates, successors and assigns (collectively, the “Indemnified Parties”) harmless from and against any and all claims, demands, damages, liabilities, actions, causes of action, suits, reasonable costs and expenses, including reasonable attorneys’ fees and costs, directly arising out of or relating to any commission or brokerage fee or charge claimed to be due or owing to any Person in connection with the transactions contemplated by this Agreement as a result of any act or agreement by the Borrower.

18. No Third Party Beneficiaries. This Agreement is entered into for the sole benefit of the Lender and Borrower, and no other Person shall have any right of action under this Agreement.

19. NO CLAIMS. BORROWER ACKNOWLEDGES AND AGREES THAT (A) IT HAS NO OFFSETS OR DEDUCTIONS OF ANY KIND AGAINST ANY OR ALL OF THE OBLIGATIONS; AND (B) IT HAS NO DEFENSES OR OTHER CLAIMS OR CAUSES OF ACTION OF ANY KIND AGAINST THE LENDER IN CONNECTION WITH THE LOANS OR THE COLLATERAL. .’

20. Continuing Effect of Documents. The Line of Credit Note and the other Loan Documents,^® modified by this Agreement, shall remain in full force and effect in accordance with their terms and are affirmed by Borrower.

21. Counterparts; Successors. This Agreement may be executed in counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same agreement. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective permitted successors and assigns.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Renewal and Modification Agreement as of the date first above written.

BORROWER:		LENDER:
Andersen Tax LLC		First Republic Bank
By:	/s/ Mark L. Vorsatz	By:	/s/ Stephen J. Szanto
Name: Mark L. Vorsatz		Name: Stephen J. Szanto
Title: CEO		Title: Managing Director

EX-10.19

Exhibit 10.19

RENEWAL AND MODIFICATION AGREEMENT

This Renewal and Modification Agreement (this “Agreement”), dated as of May 13, 2020 for reference purposes only, is made by and between Andersen Tax LLC (“Borrower”) and First Republic Bank (the “Lender”), with reference to the following facts:

A. The Lender has previously made or committed to make revolving loans in the aggregate maximum principal amount of $15,000,000.00 and a term loan in the original principal amount of $10,000,000.00 (collectively, the “Loans”) to Borrower.

B. The Loans arise out of that certain Second Amended and Restated Loan Agreement dated May 12, 2017 (as amended, the “Loan Agreement”) to which Borrower and the Lender are parties. All terms with an initial capital letter that are used but not defined in this Agreement shall have the respective meanings given to such terms in the Loan Agreement.

C. Borrower has now requested that Lender (i) extend the maturity date of the Line of Credit Note from May 15, 2020 to May 15, 2021, (ii) increase the principal amount of the Commitment from $15,000,000.00 to $20,000,000.00 and (iii) make certain other changes to the Loan Documents, and Lender has agreed to do so on the terms set forth herein.

THEREFORE, for valuable consideration, the Lender and Borrower agree as follows:

1. Extension of Line of Credit Note Maturity Date. The Maturity Date of the Line of Credit Note is extended to May 15, 2021, at which time the entire unpaid principal balance of the Line of Credit Note, all accrued and unpaid interest and any other outstanding amounts due Lender under the Loan Documents shall be due and payable. The Line of Credit Note and the Loan Documents are amended accordingly, and the Line of Credit Note is being concurrently amended and restated as the Fifth Amended and Restated Promissory Note (Line of Credit — Prime Rate Adjustable — Interest Only) dated May , 2020 (the “Fifth Amended and Restated Promissory Note”), which Fifth Amended and Restated Promissory Note shall hereafter be deemed to mean the Line of Credit Note, as amended herein.

2. Prinepai Amount of the Commitment. The principal amount of the Commitment (and the face amount of the Line of Credit Note) is hereby increased from the principal amount of $15,000,000.00 to $20,000,000.00 pursuant to the terms of the Loan Documents and the terms of the Fifth Amended and Restated Promissory Note.

3. Line of Credit Loan Interest Rate. The interest rate payable on the Line of Credit Loan is amended to provide for an interest rate floor of no less than two and 75/100 percent (2.75%) per annum, pursuant to the terms of the Fifth Amended and Restated Promissory Note.

4. Representations and Warranties. As a material inducement to the Lender’s execution of this Agreement, Borrower makes the following warranties and representations to the Lender:

4.1 Borrower has the full power and authority to enter into and perform all of its obligations under this Agreement, and this Agreement, when executed by the Persons signing this Agreement on behalf of Borrower, shall constitute a legal, valid and binding obligation of Borrower enforceable in accordance with its terms (except as enforcement may be limited by equitable principles and by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors’ rights generally and regardless of whether enforcement is sought in equity or at law). The Persons executing this Agreement on behalf of Borrower have been duly authorized to execute this Agreement by all required action on the part of Borrower.

4.2 There are no Liens affecting all or part or the Collateral, except for the Liens in favor of the Lender and the Permitted Liens.

4.3 No Event of Default has occurred and is continuing.

Loan No.:      ;      

ObJigor No.:      

5. No Modification of Loan Documents. Nothing contained in this Agreement shall be construed to obligate the Lender to extend the time for payment of any Note or otherwise modify any of the Loan Documents in any respect, except as expressly set forth in this Agreement.

6. No Waiver. No waiver by the Lender of any of its rights or remedies in connection with the Loan Documents shall be effective unless such waiver is in writing and signed by the Lender. The Lender’s rights and remedies under this Agreement are cumulative with and in addition to any and all other legal and equitable rights and remedies which the Lender may have in connection with the Loans.

7. Entire Agreement. This Agreement and the other Loan Documents contain the entire agreement and understanding among the parties concerning the matters covered by this Agreement and other Loan Documents and supersede all prior and contemporaneous agreements, statements, understandings, terms, conditions, negotiations, representations and warranties, whether written or oral, made by the Lender or Borrower concerning the matters covered by this Agreement and the other Loan Documents.

8. Modifications. This Agreement may be modified only by a written agreement signed by Borrower and the Lender.

9. Descriptive Headings: Interpretation. The headings to sections of this Agreement are for convenience of reference only and shall not be used in interpreting this Agreement. For purposes of this Agreement, the term “including” shall be deemed to mean “including without limitation.”

10. Fees. Pursuant to the Loan Documents, Borrower shall pay to the Lender (a) a renewal facility fee of $66,000.00 with respect to the Line of Credit Loan and (h) all reasonable and documented out-of-pocket costs, charges, and expenses paid or incurred by the Lender in connection with the preparation of this Agreement and the transactions contemplated hereby, including reasonable attorneys’ fees (all of which amounts will be debited from Borrower’s account number    ). Borrower shall pay all reasonable and documented out-of-pocket costs and expenses, including reasonable attorneys’ fees and costs, incurred by the Lender in enforcing any of the terms of this Agreement or the other Loan Documents, whether or not any legal proceedings are instituted by the Lender.

11. Indemnification. Borrower shall indemnify and hold the Lender and its officers, directors, agents, employees, representatives, shareholders, affiliates, successors and assigns (collectively, the “Indemnified Parties”) harmless from and against any and all claims, demands, damages, liabilities, actions, causes of action, suits, reasonable costs and expenses, including reasonable attorneys’ fees and costs, directly arising out of or relating to any commission or brokerage fee or charge claimed to be due or owing to any Person in connection with the transactions contemplated by this Agreement as a result of any act or agreement by the Borrower.

12. No Tbird Party Beneficiaries. This Agreement is entered into for the sole benefit of the Lender and Borrower, and no other Person shall have any right of action under this Agreement.

13. NO CLAIMS. BORROWER ACKNOWLEDGES AND AGREES THAT (A) IT HAS NO OFFSETS OR DEDUCTIONS OF ANY KIND AGAINST ANY OR ALL OF THE OBLIGATIONS; AND (B) IT HAS NO DEFENSES OR OTHER CLAIMS OR CAUSES OF ACTION OF ANY KIND AGAINST THE LENDER IN CONNECTION WITH THE LOANS OR THE COLLATERAL.

14. Continuing Effect of Documents. The Line of Credit Note and the other Loan Documents, as modified by this Agreement, shall remain in full force and effect in accordance with their terms and are affirmed by Borrower.

15. Counterparts: Successors. This Agreement may be executed in counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same agreement. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective permitted successors and assigns.

[SIGNATURE PAGE FOLLOWS]

2

IN WITNESS WHEREOF, the parties hereto have executed this Renewal and Modification Agreement as of the date first above written.

BORROWER:		LENDER:
Andersen Tax LLC		First Republic Bank
By:	/s/ Mark L. Vorsatz	By:	/s/ Stephen J. Szanto
Name: Mark L. Vorsatz		Name: Stephen J. Szanto
Title: Chief Executive Officer		Title: Senior Managing Director

EX-10.20

Exhibit 10.20

RENEWAL AND MODIFICATION AGREEMENT

This Renewal and Modification Agreement (this “Agreement”), dated as of June 22, 2021 for reference purposes only, is made by and between Andersen Tax LLC (“Borrower”) and First Republic Bank (the “Lender”), with reference to the following facts:

A. The Lender has previously made or committed to make revolving loans in the aggregate maximum principal amount of $20,000,000.00 and a term loan in the original principal amount of $10,000,000.00 (collectively, the “Loans”) to Borrower.

B. The Loans arise out of that certain Second Amended and Restated Loan Agreement dated May 12, 2017 (as amended, the “Loan Agreement”) to which Borrower and the Lender are parties. All terms with an initial capital letter that are used but not defined in this Agreement shall have the respective meanings given to such terms in the Loan Agreement.

C. Borrower has now requested that Lender (i) extend the maturity date of the Line of Credit Note from July 15, 2021 to May 15, 2022 and (ii) make certain other related changes to the Loan Documents, and Lender has agreed to do so on the terms set forth herein.

THEREFORE, for valuable consideration, the Lender and Borrower agree as follows:

1. Extension of Line of Credit Note Maturity Date. The Maturity Date of the Line of Credit Note is extended to May 15, 2022, at which time the entire unpaid principal balance of the Line of Credit Note, all accrued and unpaid interest and any other outstanding amounts due Lender under the Loan Documents shall be due and payable. The Line of Credit Note and the Loan Documents are amended accordingly.

2. Representations and Warranties. As a material inducement to the Lender’s execution of this Agreement, Borrower makes the following warranties and representations to the Lender:

2.1 Borrower has the full power and authority to enter into and perform all of its obligations under this Agreement, and this Agreement, when executed by the Persons signing this Agreement on behalf of Borrower, shall constitute a legal, valid and binding obligation of Borrower enforceable in accordance with its terms (except as enforcement may be limited by equitable principles and by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors’ rights generally and regardless of whether enforcement is sought in equity or at law). The Persons executing this Agreement on behalf of Borrower have been duly authorized to execute this Agreement by all required action on the part of Borrower.

2.2 There are no Liens affecting all or part or the Collateral, except for the Liens in favor of the Lender and the Permitted Liens.

2.3 No Event of Default has occurred and is continuing.

3. No Modification of Loan Documents. Nothing contained in this Agreement shall be construed to obligate the Lender to extend the time for payment of any Note or otherwise modify any of the Loan Documents in any respect, except as expressly set forth in this Agreement.

4. No Waiver. No waiver by the Lender of any of its rights or remedies in connection with the Loan Documents shall be effective unless such waiver is in writing and signed by the Lender. The Lender’s rights and remedies under this Agreement are cumulative with and in addition to any and all other legal and equitable rights and remedies which the Lender may have in connection with the Loans.

5. Entire Agreement. This Agreement and the other Loan Documents contain the entire agreement and understanding among the parties concerning the matters covered by this Agreement and other Loan Documents and supersede all prior and contemporaneous agreements, statements, understandings, terms, conditions, negotiations, representations and warranties, whether written or oral, made by the Lender or Borrower concerning the matters covered by this Agreement and the other Loan Documents.

Loan No.;      ;      

Obligor No.:      

6. Modifications. This Agreement may be modified only by a written agreement signed by Borrower and the Lender.

7. Descriptive Headings; Interpretation. The headings to sections of this Agreement are for convenience of reference only and shall not be used in interpreting this Agreement. For purposes of this Agreement, the term “including” shall be deemed to mean “including without limitation.”

8. Fees. Pursuant to the Loan Documents, Borrower shall pay to the Lender (a) a renewal facility fee of $66,000.00 with respect to the Line of Credit Loan and (b) all reasonable and documented out-of-pocket costs, charges, and expenses paid or incurred by the Lender in connection with the preparation of this Agreement and the transactions contemplated hereby, including reasonable attorneys’ fees (all of which amounts will be debited from Borrower’s account number    ). Borrower shall pay all reasonable and documented out-of-pocket costs and expenses, including reasonable attorneys’ fees and costs, incurred by the Lender in enforcing any of the terms of this Agreement or the other Loan Documents, whether or not any legal proceedings are instituted by the Lender.

9. Indemnification. Borrower shall indemnify and hold the Lender and its officers, directors, agents, employees, representatives, shareholders, affiliates, successors and assigns (collectively, the “Indemnified Parties”) harmless from and against any and all claims, demands, damages, liabilities, actions, causes of action, suits, reasonable costs and expenses, including reasonable attorneys’ fees and costs, directly arising out of or relating to any commission or brokerage fee or charge claimed to be due or owing to any Person in connection with the transactions contemplated by this Agreement as a result of any act or agreement by the Borrower.

10. No Third Party Beneficiaries. This Agreement is entered into for the sole benefit of the Lender and Borrower, and no other Person shall have any right of action under this Agreement.

11. NO CLAIMS. BORROWER ACKNOWLEDGES AND AGREES THAT (A) IT HAS NO OFFSETS OR DEDUCTIONS OF ANY KIND AGAINST ANY OR ALL OF THE OBLIGATIONS; AND (B) IT HAS NO DEFENSES OR OTHER CLAIMS OR CAUSES OF ACTION OF ANY KIND AGAINST THE LENDER IN CONNECTION WITH THE LOANS OR THE COLLATERAL.

12. Continuing Effect of Documents. The Line of Credit Note and the other Loan Documents, as modified by this Agreement, shall remain in full force and effect in accordance with their terms and are affirmed by Borrower.

13. Counterparts; Successors. This Agreement may be executed in counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same agreement. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective permitted successors and assigns.

[SIGNATURE PAGE FOLLOWS]

2

IN WITNESS WHEREOF, the parties hereto have executed this Renewal and Modification Agreement as of the date first above written.

BORROWER:		LENDER:
Andersen Tax LLC		First Republic Bank
By:	/s/ Mark Vorsatz	By:	/s/ Steve Szanto
Name: Mark Vorsatz		Name:	Steve Szanto
Title: Chief Executive Officer		Title:	Senior Underwriter

3

EX-10.21

Exhibit 10.21

RENEWAL AND MODIFICATION AGREEMENT

This Renewal and Modification Agreement (this “Agreement”), dated as of July 27, 2022 for reference purposes only, is made by and between Andersen Tax LLC (“Borrower”) and First Republic Bank (the “Lender”), with reference to the following facts:

A. The Lender has previously made or committed to make revolving loans in the aggregate maximum principal amount of $20,000,000.00 and a term loan in the original principal amount of $10,000,000 (collectively, the “Loans”) to Borrower.

B. The Loans arise out of that certain Second Amended and Restated Loan Agreement dated May 12, 2017 (as amended, the “Loan Agreement”) to which Borrower and the Lender are parties. AU terms with an initial capital letter that are used but not defined in this Agreement shall have the respective meanings given to such terms in the Loan Agreement.

C. Borrower has now requested that Lender (i) extend the maturity date of the Line of Credit Note from May 15, 2022 to May 15, 2023, and (ii) make certain other changes to the Loan Documents, and Lender has agreed to do so on the terms set forth herein.

THEREFORE, for valuable consideration, the Lender and Borrower agree as follows:

1. Extension of Line of Credit Note Maturity Date. The Maturity Date of the Line of Credit Note is extended to May 15, 2023, at which time the entire unpaid principal balance of the Line of Credit Note, all accrued and unpaid interest and any other outstanding amounts due Lender under the Loan Documents shall be due and payable. The Line of Credit Note and the Loan Documents are amended accordingly, and the Line of Credit Note is being concurrently amended and restated as the Sixth Amended and Restated Promissory Note (Line of Credit —Prime Rate Adjustable — Interest only) dated July 27, 2022 (the “Sixth Amended and Restated Promissory Note”), which Sixth Amended and Restated Promissory Note shall hereafter be deemed to mean the Line of Credit Note, as amended herein.

2. Line of Credit Loan interest Rate. The interest rate payable of the Line of Credit Loan is amended to provide for an interest rate floor of no less than three and 25/100 percent (3.25%) per annum, pursuant to the terms of the Sixth Amended and Restated Promissory Note.

3. Representations and Warranties. As a material inducement to the Lender’s execution of this Agreement, Borrower makes the following warranties and representations to the Lender:

3.1 Borrower has the full power and authority to enter into and perfoini all of its obligations under this Agreement, and this Agreement,, when executed by the Persons signing this Agreement on behalf of Borrower, shall constitute a legal, valid and binding obligation of Borrower enforceable in accordance with its terms (except as enforcement may be limited by equitable principles and by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors’ rights generally and regardless of whether enforcement is sought in equity or at law). The Persons executing this Agreement on behalf of Borrower have been duly authorized to execute this Agreement by all required action on the part of Borrower.

3.2 There are no Liens affecting all or part or the Collateral, except for the Liens in favor of the Lender and the Permitted Liens.

3.3 No Event of Default has occurred and is continuing.

4. No Modification of Loan Documents. Nothing contained in this Agreement shall be construed to obligate the Lender to extend the time for payment of any Note or otherwise modify any of the Loan Documents in any respect, except as expressly set forth in this Agreement.

Loan No.      ;      

Obligor No.      

5. No Waiver. No waiver by the Lender of any of its rights or remedies in connection with the Loan Documents shall be effective unless such waiver is in writing and signed by the Lender. The Lender’s rights and remedies under this Agreement are cumulative with and in addition to any and all other legal and equitable rights and remedies which the Lender may have in connection with the Loans.

6. Entire Agreement, This Agreement and the other Loan Documents contain the entire agreement and understanding among the parties concerning the matters covered by this Agreement and other Loan Documents and supersede all prior and contemporaneous agreements, statements, understandings, terms, conditions, negotiations, representations and warranties, whether written or oral, made by the Lender or Borrower concerning the matters covered by this Agreement and the other Loan Documents.

7. Modifications. This Agreement may be modified only by a written agreement signed by Borrower and the Lender.

8. Descriptive Headings; Interpretation. The headings to sections of this Agreement are for convenience of reference only and shall not be used in interpreting this Agreement. For purposes of this Agreement, the term “including” shall be deemed to mean “including without limitation.”

9. Fees. Pursuant to the Loan Documents, Borrower shall pay to the Lender (a) a renewal facility fee of $66,000.00 with respect to the Line of Credit Loan, and (b) all reasonable and documented out-of-pocket costs, charges, and expenses paid or incurred by the Lender in connection with the preparation of this Agreement and the transactions contemplated hereby, including reasonable attorneys’ fees (all of which amounts will be debited from Borrower’s account number    ). Borrower shall pay all reasonable and documented out-of-pocket costs and expenses, including reasonable attorneys’ fees and costs, incurred by the Lender in enforcing any of the terms of this Agreement or the other Loan Documents, whether or not any legal proceedings are instituted by the Lender.

10. Indemnification. Borrower shall indemnify and hold the Lender and its officers, directors, agents, employees, representatives, shareholders, affiliates, successors and assigns (collectively, the “Indemnified Parties”) harmless from and against any and all claims, demands, damages, liabilities, actions, causes of action, suits, reasonable costs and expenses, including reasonable attorneys’ fees and costs, directly arising out of or relating to any commission or brokerage fee or charge claimed to be due or owing to any Person in connection with the transactions contemplated by this Agreement as a result of any act or agreement by the Borrower.

11. No Third Party Beneficiaries. This Agreement is entered into for the sole benefit of the Lender and Borrower, and no other Person shall have any right of action under this Agreement.

12. NO CLAIMS. BORROWER ACKNOWLEDGES AND AGREES THAT (A) IT HAS NO OFFSETS OR DEDUCTIONS OF ANY KIND AGAINST ANY OR ALL OF THE OBLIGATIONS; AND (B) IT HAS NO DEFENSES OR OTHER CLAIMS OR CAUSES OF ACTION OF ANY KIND AGAINST THE LENDER IN CONNECTION WITH THE LOANS OR THE COLLATERAL.

13. Continuing Effect of Documents. The Line of Credit Note and the other Loan Documents, as modified by this Agreement, shall remain in full force and effect in accordance with their terms and are affirmed by Borrower.

14. Counterparts; Successors. This Agreement may be executed in counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same agreement. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective permitted successors and assigns.

[SIGNATURE PAGE FOLLOWS]

2

IN WITNESS WHEREOF, the parties hereto have executed this Renewal and Modification Agreement as of the date first above written.

of the date first above written.

BORROWER:		LENDER:
Andersen Tax LLC		First Republic Bank
By:	/s/ Mark L. Vorsatz	By:	/s/ Danika Ganino
Name: Mark L. Vorsatz		Name: Danika Ganino
Title: CEO		Title: Manager

Loan No.      ;      

Obligor No.      

EX-10.22

Exhibit 10.22

RENEWAL AND MODIFICATION AGREEMENT

This Renewal and Modification Agreement (this “Agreement”), dated as of June 21, 2023 for reference purposes only, is made by and between Andersen Tax LLC (“Borrower”) and First Republic Bank (the “Lender”), with reference to the following facts:

A. The Lender has previously made or committed to make a revolving Line of Credit loan in the aggregate maximum principal amount of $20,000,000.00 (the “Loan”) to Borrower.

B. The Loan arises out of that certain Second Amended and Restated Loan Agreement dated May 12, 2017 (as amended, the “Loan Agreement”) to which Borrower and the Lender are parties. All terms with an initial capital letter that are used but not defined in this Agreement shall have the respective meanings given to such terms in the Loan Agreement.

C. Borrower has now requested that Lender (i) extend the maturity date of the Line of Credit Note from May 15, 2023 to May 15, 2024, and (ii) make certain other changes to the Loan Documents, and Lender has agreed to do so on the terms set forth herein.

THEREFORE, for valuable consideration, the Lender and Borrower agree as follows:

1. Extension of Line of Credit Note Maturity Date. The Maturity Date of the Line of Credit Note is extended to May 15, 2024, at which time the entire unpaid principal balance of the Line of Credit Note, all accrued and unpaid interest and any other outstanding amounts due Lender under the Loan Documents shall be due and payable. The Line of Credit Note and the Loan Documents are amended accordingly, and the Line of Credit Note is being concurrently amended and restated as the Seventh Amended and Restated Promissory Note (Line of Credit — Prime Rate Adjustable — Interest only) dated June 21, 2023 (the “Seventh Amended and Restated Promissory Note”), which Seventh Amended and Restated Promissory Note shall hereafter be deemed to mean the Line of Credit Note, as amended herein.

2. Line of Credit Loan Interest Rate. The interest rate payable of the Line of Credit Loan is amended to provide for an interest rate floor of no less than five percent (5.00%) per annum, pursuant to the terms of the Seventh Amended and Restated Promissory Note.

3. Amendment of Exhibit C. Section 6 of Exhibit C to the Loan Agreement entitled “Financial Covenants.” is hereby amended as follows:

(a) The financial covenant “Debt Service Coverage Ratio” is hereby deleted in its entirety.

(b) The financial covenant “No Additional Indebtedness” is hereby amended and restated as follows:

“No Additional Indebtedness: Borrower shall not directly or indirectly make, create, incur, assume, or permit to exist Indebtedness during the term of this Agreement, excluding (i) Indebtedness owing by Borrower as of the date of this Agreement set forth in the schedule thereof below this paragraph (other than those that are being paid substantially concurrently with the funding of the Loan and so noted thereon); (ii) Indebtedness under the Loan Documents and other borrowings from the Lender; (iii) Indebtedness evidenced by capital leases or purchase money obligations provided that (A) in no event shall the sum of the aggregate principal amount of all capital lease obligations and purchase money obligations permitted by this clause exceed $1,000,000 at any time, and (B) such Indebtedness is used solely to acquire equipment and other fixed assets used in the ordinary course of Borrower’s business and that is secured only by such equipment and other fixed assets, as applicable; (iv) any Indebtedness comprising unsecured intercompany loans between Borrower and AT Holdings, provided that any intercompany loan by Borrower to AT Holdings is evidenced by a promissory note which is pledged to the Lender, and provided that any loans from AT Holdings to Borrower shall contain a subordination provision preventing repayment if any Event of Default exists hereunder, (v) unsecured guaranties by Borrower of (A) Indebtedness

Loan No.       / Obligor No.      

or lease or other contractual obligations of any Guarantors incurred in the ordinary course of business to the extent such Indebtedness or lease or other contractual obligations would be permitted to be incurred hereunder by Borrower or (B) Indebtedness to Lender of employees or equity owners of Borrower or any Guarantor with respect to loans by Lender to such persons to finance the purchase of equity interests in Borrower or any Guarantor; (vi) any payments over time which represent redemptions of any equity interests of Borrower or any Guarantor, or a return/refund of capital of any such Persons, paid in each case to any employee, officer, Managing Director or director of any such Person, upon his/her termination of employment, (vii) Indebtedness of Borrower with respect to performance bonds, surety bonds, appeal bonds and custom bonds required in the ordinary course of business, provided that the aggregate outstanding amount of all such performance bonds, surety bonds, appeal bonds and custom bonds permitted by this clause shall not at any time exceed $1,000,000; (viii) commercially reasonable multi-year service agreements entered into in the ordinary course of business which provide for payments in installments; (ix) unsecured Indebtedness related to acquisitions by Borrower of other businesses similar to that of Borrower which shall not at any time exceed $10,000,000 in aggregate principal amount, (x) other non-revolving unsecured Indebtedness not in excess of $1,000,000, and (xi) any Indebtedness evidenced by operating leases arising from the implementation of ASC 842 as issued by the Financial Accounting Standards Board.”

(c) Section 2 of the financial covenant entitled “Loans by Borrower” is hereby amended and restated as follows:

“(2) Loans or advances may be made by Borrower or any Guarantor to any affiliate (as defined in Rule 405 under the Securities Act of 1933) of Borrower or to any member of Andersen Global, as long as (a) each such loan or advance is on arm’s length terms, shall mature within 11 years and is approved by the Board of Directors of Borrower or the managing person or body of any Guarantors, and (b) all such loans and advances shall not at any time have an outstanding principal balance in excess of $10,000,000 individually or $15,000,000 in the aggregate; and”

4. Representations and Warranties. As a material inducement to the Lender’s execution of this Agreement, Borrower makes the following warranties and representations to the Lender:

4.1 Borrower has the full power and authority to enter into and perform all of its obligations under this Agreement, and this Agreement, when executed by the Persons signing this Agreement on behalf of Borrower, shall constitute a legal, valid and binding obligation of Borrower enforceable in accordance with its terms (except as enforcement may be limited by equitable principles and by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors’ rights generally and regardless of whether enforcement is sought in equity or at law). The Persons executing this Agreement on behalf of Borrower have been duly authorized to execute this Agreement by all required action on the part of Borrower.

4.2 There are no Liens affecting all or part or the Collateral, except for the Liens in favor of the Lender and the Permitted Liens.

4.3 No Event of Default has occurred and is continuing.

5. No Modification of Loan Documents. Nothing contained in this Agreement shall be construed to obligate the Lender to extend the time for payment of any Note or otherwise modify any of the Loan Documents in any respect, except as expressly set forth in this Agreement.

6. No Waiver. No waiver by the Lender of any of its rights or remedies in connection with the Loan Documents shall be effective unless such waiver is in writing and signed by the Lender. The Lender’s rights and remedies under this Agreement are cumulative with and in addition to any and all other legal and equitable rights and remedies which the Lender may have in connection with the Loans.

7. Entire Agreement. This Agreement and the other Loan Documents contain the entire agreement and understanding among the parties concerning the matters covered by this Agreement and other Loan Documents and supersede all prior and contemporaneous agreements, statements, understandings, terms, conditions, negotiations, representations and warranties, whether written or oral, made by the Lender or Borrower concerning the matters covered by this Agreement and the other Loan Documents.

8. Modifications. This Agreement may be modified only by a written agreement signed by Borrower and the Lender.

9. Descriptive Headings; Interpretation. The headings to sections of this Agreement are for convenience of reference only and shall not be used in interpreting this Agreement. For purposes of this Agreement, the term “including” shall be deemed to mean “including without limitation.”

10. Fees. Pursuant to the Loan Documents, Borrower shall pay to the Lender (a) a renewal facility fee of $66,000.00 with respect to the Line of Credit Loan, and (b) all reasonable and documented out-of-pocket costs, charges, and expenses paid or incurred by the Lender in connection with the preparation of this Agreement and the transactions contemplated hereby, including reasonable attorneys’ fees (all of which amounts will be debited from Borrower’s account number    ). Borrower shall pay all reasonable and documented out-of-pocket costs and expenses, including reasonable attorneys’ fees and costs, incurred by the Lender in enforcing any of the terms of this Agreement or the other Loan Documents, whether or not any legal proceedings are instituted by the Lender.

11. Indemnification. Borrower shall indemnify and hold the Lender and its officers, directors, agents, employees, representatives, shareholders, affiliates, successors and assigns (collectively, the “Indemnified Parties”) harmless from and against any and all claims, demands, damages, liabilities, actions, causes of action, suits, reasonable costs and expenses, including reasonable attorneys’ fees and costs, directly arising out of or relating to any commission or brokerage fee or charge claimed to be due or owing to any Person in connection with the transactions contemplated by this Agreement as a result of any act or agreement by the Borrower.

12. No Third Party Beneficiaries. This Agreement is entered into for the sole benefit of the Lender and Borrower, and no other Person shall have any right of action under this Agreement.

13. NO CLAIMS. BORROWER ACKNOWLEDGES AND AGREES THAT (A) IT HAS NO OFFSETS OR DEDUCTIONS OF ANY KIND AGAINST ANY OR ALL OF THE OBLIGATIONS; AND (B) IT HAS NO DEFENSES OR OTHER CLAIMS OR CAUSES OF ACTION OF ANY KIND AGAINST THE LENDER IN CONNECTION WITH THE LOANS OR THE COLLATERAL.

14. Continuing Effect of Documents. The Line of Credit Note and the other Loan Documents, as modified by this Agreement, shall remain in full force and effect in accordance with their terms and are affirmed by Borrower.

15. Counterparts; Successors. This Agreement may be executed in counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same agreement. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective permitted successors and assigns.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Renewal and Modification Agreement as of the date first above written.

BORROWER:		LENDER:
Andersen Tax LLC		First Republic Bank
By:	/s/ Mark L. Vorsatz	By:	/s/ Danika Gamino
Name: Mark L. Vorsatz		Name: Danika Gamino
Title: Chief Executive Officer		Title: Director

EX-10.23

Exhibit 10.23

EXTENSION AND MODIFICATION AGREEMENT

This EXTENSION AND MODIFICATION AGREEMENT (this “Agreement”) dated as of October 22, 2024 (the “Effective Date”), is entered into by and between ANDERSEN TAX LLC (“Borrower”) and JPMORGAN CHASE BANK, N.A., as successor-in-interest by purchase of the Line of Credit Loan from the Federal Deposit Insurance Corporation as Receiver for First Republic Bank, San Francisco, CA (the “Lender”).

WITNESSETH:

WHEREAS, Borrower previously executed that certain Seventh Amended and Restated Promissory Note (Line of Credit — Prime Rate Adjustable — Interest Only) dated as of June 21, 2023, in the original maximum principal amount of $20,000,000.00 payable to the order of First Republic Bank (“FRB”) (as may be amended, restated or otherwise modified from time to time, the “Note”).

WHEREAS, the Note arises out of that certain Second Amended and Restated Loan Agreement dated May 12, 2017 by and between Borrower and Lender (as may be amended, restated or otherwise modified from time to time, the “Loan Agreement”). All capitalized terms that are used but not defined in this Agreement shall have the respective meanings given to such terms in the Note, Security Agreements, or Loan Agreement, as applicable.

WHEREAS, Borrower has requested that Lender extend the maturity date of the Note from November 15, 2024 to November 15, 2025 and make certain other changes to the Loan Documents, and Lender has agreed to do so on the terms set forth herein and in the Eighth Amended and Restated Promissory Note dated even date herewith.

NOW, THEREFORE, in consideration of the foregoing premises and terms and conditions hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Lender and Borrower agree as follows:

1. Amendment and Restatement of Note. Pursuant to the terms of the Eighth Amended and Restated Promissory Note dated even date herewith, the Maturity Date of the Note shall be extended to November 15, 2025.

2. Additional Documents. Concurrently with the execution of this Agreement, Borrower shall execute and deliver to Lender ( a ) the Eighth Amended and Restated Promissory Note referenced in Section 1 hereinabove, and (b) a certificate confirming no modifications, amendments or other changes to its limited liability company agreement since the date of execution of the Loan Agreement, and attaching resolutions authorizing the Borrower’s execution and delivery of this Agreement, an incumbency certificate, current certified certificate of formation, and current good standing certificate for the Borrower.

3. Amendments to Loan Agreement.

3.1 The following definitions are hereby added to Article 1 of the Loan Agreement, in alphabetical order:

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its affiliates from time to time concerning or relating to bribery or corruption.

“Change in Law” means the occurrence after the date of this Agreement of any of the following: (a) the adoption of or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) compliance by the Lender (or, for purposes of Section 2.8(b), by any lending office of the Lender or by the Lender’s holding company, if any) with any request, guideline, requirement or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in the implementation thereof, and (y) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the U.S. or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

1

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Dividing Person” has the meaning assigned to it in the definition of “Division.”

“Division” means the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person and pursuant to which the Dividing Person may or may not survive.

“Division Successor” means any Person that, upon the consummation of a Division of a Dividing Person, holds all or any portion of the assets, liabilities and/or obligations previously held by such Dividing Person immediately prior to the consummation of such Division. A Dividing Person which retains any of its assets, liabilities and/or obligations after a Division shall be deemed a Division Successor upon the occurrence of such Division.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to the Lender or required to be withheld or deducted from a payment to the Lender: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of the Lender being organized under the laws of, or having its principal office or its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) U.S. federal withholding Taxes imposed on amounts payable to or for the account of the Lender with respect to an applicable interest in a Loan, Letter of Credit or Commitment pursuant to a law in effect on the date on which (i) the Lender acquires such interest in the Loan, Letter of Credit or Commitment or (ii) the Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.7, amounts with respect to such Taxes were payable either to the Lender’s assignor immediately before the Lender acquired the applicable interest in such Loan, Letter of Credit or Commitment, and (c) any withholding Taxes imposed under FATCA.

“FATCA” means Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of Borrower under this Agreement and (b) to the extent not otherwise described in the foregoing clause (a), Other Taxes.

“Line of Credit Loan” or “Loan” means that certain revolving line of credit in the maximum principal amount of $20,000,000.00, evidenced by the Line of Credit Note.

“Other Connection Taxes” means, with respect to the Lender, Taxes imposed as a result of a present or former connection between the Lender and the jurisdiction imposing such Taxes (other than a connection arising from the Lender having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to, or enforced, any Loan Document), or sold or assigned an interest in any Loan, or any Loan Document.

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment.

“Sanctioned Country” means, at any time, a country, region or territory that is itself the subject or target of any Sanctions (at the time of this Agreement, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, Cuba, Iran, North Korea and Syria).

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the United Nations Security Council, the European Union or any European Union member state, His Majesty’s Treasury of the United Kingdom or other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b).

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“Sanctions” means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, any European Union member state or His Majesty’s Treasury of the United Kingdom or other relevant sanctions authority.

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), value added taxes, or any other goods and services, use or sales taxes, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

3.2 The following sections are hereby added to the Loan Agreement, in numerical order:

2.6 Returned Payments. If, after receipt of any payment which is applied to the payment of all or any part of the Obligations (including a payment effected through exercise of a right of setoff), the Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason (including pursuant to any settlement entered into by the Lender in its discretion), then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Lender. The provisions of this Section 2.6 shall be and remain effective notwithstanding any contrary action which may have been taken by the Lender in reliance upon such payment or application of proceeds. The provisions of this Section 2.6 shall survive the termination of this Agreement.

2.7 Payments Free of Taxes. Any and all payments by or on account of any obligation of Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by Borrower shall be increased as necessary so that after such deduction or withholding has been made, the Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.

2.8 Increased Costs.

(a) If any Change in Law shall: (I) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, the Lender; or (ii) impose on the Lender any other condition, cost or expense (other than Taxes) affecting this Agreement or any Loan made by the Lender or any Letter of Credit; or (iii) subject the Lender to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing clauses (i), (ii) or (iii) shall be to increase the cost to the Lender of making, continuing, or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to the Lender of issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by the Lender hereunder (whether of principal, interest or otherwise), then Borrower will pay to the Lender such additional amount or amounts as will compensate the Lender for such additional costs incurred or reduction suffered.

(b) If the Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on the Lender’s capital or on the capital of the Lender’s holding company as a consequence of this Agreement, the Commitment of or the Loans made - by Letters of Credit issued by the Lender to a level below that which the Lender or the Lender’s holding company could have achieved but for such Change in Law (taking into consideration the Lender’s policies and the policies of the Lender’s holding company with respect to capital adequacy and liquidity), then from time to time Borrower will pay to the Lender such additional amount or amounts as will compensate the Lender or the Lender’s holding company for any such reduction suffered.

(c) A certificate of the Lender setting forth the amount or amounts necessary to compensate the Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to Borrower and shall be conclusive absent manifest error. Borrower shall pay the Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

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(d) Failure or delay on the part of the Lender to demand compensation pursuant to this Section shall not constitute a waiver of the Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate the Lender pursuant to this Section for any increased costs or reductions incurred more than 270 days prior to the date that the Lender notifies Borrower of the Change in Law giving rise to such increased costs or reductions and of the Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

3.18 Fundamental Changes.

(a) Borrower will not merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or otherwise dispose (including sales or other financing of accounts receivable) of all or substantially all/any substantial part of its assets (whether now owned or hereafter acquired), or liquidate, divide or dissolve.

(b) Borrower will not consummate a Division as the Dividing Person, without the prior written consent of the Lender. Without limiting the foregoing, if Borrower consummates a Division (with or without the prior consent of Lender as required above), each Division Successor shall be required to comply with the obligations set forth in Section 3.17 and the other further assurances obligations set forth in the Loan Documents.

5.1 Borrower’s Warranties and Representations

(p) OFAC; Patriot Act Compliance

(iii) Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by Borrower, its subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and Borrower, its subsidiaries and their respective officers, directors, and, to the knowledge of Borrower, its employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of Borrower, its subsidiaries or any of their respective directors or officers or, to the knowledge of Borrower, its employees, or agents that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Line of Credit Advance or Letter of Credit, use of proceeds, or other transaction contemplated by this Agreement or the other Loan Documents will violate Anti-Corruption Laws or applicable Sanctions.

3.3 The following sentence is hereby added at the end of Section 2.2 of the Loan Agreement:

Borrower will not request any Line of Credit Advance or Letter of Credit, and Borrower shall not use the proceeds of any Line of Credit Advance or Letter of Credit (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (b) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent that such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States or the European Union, or (c) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

3.4 Section 3.8 of the Loan Agreement is hereby amended and restated in its entirety as follows:

3.8 Taxes. Subject to the provisions of Section 3.9, Borrower shall pay when due all foreign, federal, state and local taxes, assessments, and governmental charges now or hereafter levied upon or against Borrower or any of its properties or assets, including all income, franchise, personal property, real property, excise, withholding, sales and use taxes. Borrower shall indemnify the Lender, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes payable or paid by the Lender or required to be withheld or deducted from a payment to the Lender and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower by the Lender shall be conclusive absent manifest error.

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3.5 Section 3.14 of the Loan Agreement is hereby amended and restated in its entirety as follows:

3.14 Compliance with Applicable Laws. Borrower shall at all times comply with and keep in effect all material Governmental Permits relating to Borrower, the Collateral, and Borrower’s other assets. Borrower shall at all times comply with, and shall cause the Collateral to comply with (a) all material Governmental Requirements, including all hazardous substance laws; (b) all requirements and orders of all judicial authorities which have jurisdiction over Borrower or the Collateral; and (c) all covenants, conditions, restrictions and other documents relating to Borrower or the Collateral if, in the case of this clause (c), failure to so comply would cause or result in a material adverse change in the financial condition or business of Borrower or materially impair the Collateral. Borrower shall maintain in effect and enforce policies and procedures designed to ensure compliance by Borrower, its subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

3.6 Section 6.10 of the Loan Agreement is hereby amended and restated in its entirety as follows:

6.10 Interpretation. Whenever the context may require, the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined, and any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply) and all judgments, orders and decrees of all Governmental Authorities. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignments set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (f) any reference in any definition to the phrase “at any time” or “for any period” shall refer to the same time or period for all calculations or determinations within such definition, (g) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, and (h) the term “document” shall be deemed to include all written contracts, commitments, agreements, and instruments. The headings to sections of this Agreement are for convenient reference only and shall not be used in interpreting this Agreement. The term “discretion,” when applied to any determination, consent, or approval right by Lender, shall be deemed to mean Lender’s sole but good faith business judgment. In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.

3.7 The following is hereby added to the list of exclusions from Eligible Accounts in the definition of Liquidity in Exhibit C of the Loan Agreement:

(11) Accounts with respect to which the Account Debtor is a Sanctioned Person.

3.8 Section 6 of Exhibit C to the Loan Agreement entitled “Loans by Borrower” is hereby amended and restated in its entirety as follows:

Loans by Borrower: Borrower shall not (and shall not permit any Guarantor to) loan or advance money to any other Person, except as follows:

(1) Loans or advances may be made by Borrower to any of its officers, directors, Managing Directors or employees, or to any principal of a member firm of Andersen Global, as long as (a) each such loan or advance is on arm’s length terms, shall mature within seven years and is approved by the Board of Directors or management of Borrower as required by Borrower’s applicable corporate or other governing documents, (b) all such loans and advances shall not at any time have an outstanding principal balance in excess of $1,500,000 individually or $7,500,000 in the aggregate (except that loans or advances for moving, relocation and travel expenses and other similar expenditures in the ordinary course of business consistent with past practice shall not count against the $7,500,000 aggregate cap);

(2) Loans or advances may be made by Borrower or any Guarantor to any affiliate (as defined in Rule 405 under the Securities Act of 1933) of Borrower or to any member of Andersen Global, as long as (a) each such loan or advance is on arm’s length terms, shall mature within 11 years and is approved by the Board of Directors of Borrower or the managing person or body of any Guarantors, and (b) all such loans and advances shall not at any time have an outstanding principal balance in excess of $12,500,000 individually or $17,500,000 in the aggregate; and

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(3) No loan or advance described in paragraphs (1) or (2) immediately above shall be approved or made at any time that a Default or Event of Default has occurred and is continuing.

3.9 Section 11 of Exhibit C to the Loan Agreement is hereby amended and restated in its entirety as follows:

11. Letter of Credit Sublimit. $5,000,000; provided, however, that notwithstanding the amount of the Letter of Credit Sublimit, at no time shall the outstanding amounts of all issued Letters of Credit plus the outstanding principal amount of the Line of Credit Advances exceed $20,000,000, and Lender shall be under no obligation to issue any Letter of Credit if doing so would cause the foregoing to occur.

3.10 Section 12.2 of Exhibit C to the Loan Agreement is hereby amended and restated in its entirety as follows:

12.2 Letters of Credit. Upon Borrower’s request from time to time prior to the Line of Credit Maturity Date, and subject to Borrower’s satisfaction of the Lender’s then standard and customary requirements and conditions (including the payment of the Lender’s then customary initial and periodic Letter of Credit fees and charges), and provided that no Default or Event of Default has occurred and is continuing, the Issuer shall issue Letters of Credit, for the account of Borrower, in aggregate amounts not exceeding at any time the Letter of Credit Sublimit. All Letters of Credit now or hereafter issued by the Lender, for the account of Borrower, shall be deemed to reduce the amount of the Commitment by the aggregate face amount of such Letters of Credit, from time to time outstanding. Any payment made by the Lender under or in connection with a Letter of Credit shall constitute a Line of Credit Advance under this Agreement and part of the outstanding principal balance of the Line of Credit Loan on the date such payment is made. Borrower agrees to indemnify and hold the Lender harmless from and against any loss, cost, expense, or liability, including payments made by Lender, reasonable expenses, and reasonable attorneys’ fees incurred by Lender arising out of or in connection with any Letters of Credit. Notwithstanding anything herein to the contrary, the Lender shall have no obligation hereunder to issue, and shall not issue, any Letter of Credit (i) the proceeds of which would be made available to any Person (A) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions or (B) in any manner that would result in a violation of any Sanctions by any party to this Agreement, (ii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuer from issuing such Letter of Credit, or any Governmental Requirements relating to the Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuer shall prohibit, or request that the Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuer is not otherwise compensated hereunder), or shall impose upon the Issuer any unreimbursed loss, cost or expense.

4. Representations and Warranties. As a material inducement to the Lender’s execution of this Agreement, Borrower makes the following warranties and representations to the Lender:

4.1 Borrower has the full power and authority to enter into and perform all of its obligations under this Agreement, and this Agreement, when executed by the Persons signing this Agreement on behalf of Borrower, shall constitute a legal, valid and binding obligation of Borrower enforceable in accordance with its terms (except as enforcement may be limited by equitable principles and by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors’ rights generally and regardless of whether enforcement is sought in equity or at law). The Persons executing this Agreement on behalf of Borrower have been duly authorized to execute this Agreement by all required action on the part of Borrower.

4.2 There are no liens affecting all or part or the Collateral, except for the liens in favor of the Lender and the Permitted Liens.

4.3 No Event of Default has occurred and is continuing.

5. No Further Modification of Loan Documents. Nothing contained in this Agreement shall be construed to obligate the Lender to extend the time for payment of any Note or otherwise modify any of the Loan Documents in any respect, except as expressly set forth in this Agreement and the Eighth Amended and Restated Promissory Note. This Agreement shall constitute a “Loan Document” for all purposes of the Loan Agreement and the other Loan Documents. Upon the Effective Date, each reference in the Loan Agreement (and in the exhibits to the Loan Agreement) to “this Agreement”, “hereunder”, “hereof’, “herein”, or words of like import shall mean and be a reference to the Loan Agreement (including the exhibits thereto) as amended hereby, and each reference to the Loan Agreement (including the exhibits thereto) in any other document, instrument or agreement executed and/or delivered in connection with the Loan Agreement shall mean and be a reference to the Loan Agreement (and the exhibits thereto) as amended hereby.

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6. No Waiver. No waiver by the Lender of any of its rights or remedies in connection with the Loan Documents shall be effective unless such waiver is in writing and signed by the Lender, The Lender’s rights and remedies under this Agreement are cumulative with and in addition to any and all other legal and equitable rights and remedies which the Lender may have in connection with the Loans.

7. Entire Agreement. This Agreement, the Eighth Amended and Restated Promissory Note and the other Loan Documents contain the entire agreement and understanding among the parties concerning the matters covered by this Agreement, the Eighth Amended and Restated Promissory Note and other Loan Documents and supersede all prior and contemporaneous agreements, statements, understandings, terms, conditions, negotiations, representations and warranties, whether written or oral, made by the Lender or Borrower concerning the matters covered by this Agreement, the Eighth Amended and Restated Promissory Note and the other Loan Documents.

8. Modifications. This Agreement may be modified only by a written agreement signed by Borrower and the Lender.

9. Descriptive Headings; Interpretation; Severability. The headings to sections of this Agreement are for convenience of reference only and shall not be used in interpreting this Agreement. For purposes of this Agreement, the term “including” shall be deemed to mean “including without limitation.” If any provision of this Agreement is deemed to be invalid or unenforceable by reason of the operation of law, or by reason of the interpretation placed thereon by any administrative agency or any court, Borrower and the Lender shall negotiate an equitable adjustment in the provisions of the same in order to effect, to the maximum extent permitted by law, the purpose of this Agreement and the validity and enforceability of the remaining provisions, or portions or applications thereof, shall not be affected thereby and shall remain in full force and effect.

10. Fees. At the time of execution of this Agreement, Borrower shall pay to the Lender, pursuant to Section 6.5 of the Loan Agreement, all reasonable and documented out-of-pocket costs, charges, and expenses paid or incurred by the Lender in connection with the preparation of this Agreement, the Eighth Amended and Restated Promissory Note and the transactions contemplated hereby, including the Lender’s attorneys’ fees. Borrower shall pay all reasonable and documented out-of-pocket costs and expenses, including reasonable attorneys’ fees and costs, incurred by the Lender in enforcing any of the terms of this Agreement or the other Loan Documents, whether or not any legal proceedings are instituted by the Lender. Further, Borrower agrees to pay to the Lender an upfront fee in an amount equal to thirty-three basis points (0.33%) multiplied by the maximum principal amount of the Line of Credit Loan, for the period from November 15, 2024 to November 15, 2025. The entire upfront fee (in the amount of $66,000.00) shall be deemed fully earned by the Lender and due and payable in full upon execution of this Agreement.

11. Indemnification. Borrower shall indemnify and hold the Lender and its officers, directors, agents, employees, representatives, shareholders, affiliates, successors and assigns (collectively, the “Indemnified Parties”) harmless from and against any and all claims, demands, damages, liabilities, actions, causes of action, suits, reasonable costs and expenses, including reasonable attorneys’ fees and costs, directly arising out of or relating to any commission or brokerage fee or charge claimed to be due or owing to any Person in connection with the transactions contemplated by this Agreement as a result of any act or agreement by the Borrower.

12. No Third Party Beneficiaries. This Agreement is entered into for the sole benefit of the Lender and Borrower and their respective permitted successors and assigns, and no other Person shall have any right of action under this Agreement.

13. NO CLAIMS. BORROWER ACKNOWLEDGES AND AGREES THAT (A) IT HAS NO OFFSETS OR DEDUCTIONS OF ANY KIND AGAINST ANY OR ALL OF THE OBLIGATIONS; AND (B) IT HAS NO DEFENSES OR OTHER CLAIMS OR CAUSES OF ACTION OF ANY KIND AGAINST THE LENDER IN CONNECTION WITH THE LOANS OR THE COLLATERAL.

14. Continuing Effect of Documents. The Note, as modified by the Eighth Amended and Restated Promissory Note, the Loan Agreement, as modified by this Agreement, and the other Loan Documents, shall remain in full force and effect in accordance with their terms and are ratified and affirmed in all respects by Borrower.

15. Incorporation By Reference. THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT SECTION 6.20 AND SECTION 6.21 OF THE LOAN AGREEMENT ARE INCORPORATED HEREIN BY REFERENCE AS IF SUCH SECTIONS WERE SET FORTH IN FULL HEREIN, MUTATIS MUTANDIS.

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16. Counterparts; Successors; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic transmission (including by email as a “.pdf’ or “.tif’) shall be effective as delivery of a manually executed counterpart of this Amendment (including by email as a “.pdf’ or “.tif”). The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment and/or any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. As used herein, “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective permitted successors and assigns.

[signature page follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Extension and Modification Agreement as of the date first above written.

BORROWER:		LENDER:
ANDERSEN TAX LLC		JPMORGAN CHASE BANK, N.A., as successor-in-interest by purchase of the Line of Credit Loan from the Federal Deposit Insurance Corporation as Receiver for First Republic Bank, San Francisco, CA
By:	/s/ Mark L. Vorsatz	By:	/s/ Jodi L. Gee
Name: Mark L. Vorsatz		Name: Jodi L. Gee
Title: Chief Executive Officer		Title: Authorized Signer

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EX-10.24

Exhibit 10.24

SECURITY AGREEMENT

All Assets

This SECURITY AGREEMENT (the “Agreement”), dated as of May 12, 2017 is executed by and between Andersen Tax LLC (“Borrower”) and First Republic Bank (“Lender”).

Lender and Borrower entered into that certain Amended and Restated Loan Agreement dated February 25, 2014 pursuant to which Lender provided credit to, or for the benefit of, Borrower (the “Prior Loan Agreement”). In connection with the Prior Loan Agreement, Borrower and Lender entered into a Security Agreement of even date to secure Borrower’s obligations thereunder (the “Prior Security Agreement”).

Lender is now, inter alia, renewing and increasing the line of credit to Borrower and making a new term loan to Borrower, and in connection therewith Borrower and Lender are entering into a Second Amended and Restated Loan Agreement of even date with this Agreement (the “Loan Agreement”).

Although the parties believe that the security interests granted by Borrower to Lender under the Prior Security Agreement will secure Borrower’s obligations under the Loan Agreement, Borrower is executing this Agreement in favor of Lender to confirm that Lender’s security interest secures the obligations under the Loan Agreement and as otherwise set forth herein.

THEREFORE, for valuable consideration, the receipt and adequacy of which are acknowledged, Borrower and Lender agree as follows:

1. Definitions. For purposes of this Agreement, capitalized terms not otherwise defined in this Agreement shall have the meanings provided below or in the Commercial Code or in the Loan Agreement.

1.1 Agreement - means this Security Agreement, any concurrent or subsequent rider to this Security Agreement and any extensions, supplements, amendments or modifications to this Security Agreement and/or to any such rider.

1.2 Bankruptcy Code - means Title 11 of the United States Code entitled “Bankruptcy”, as now or hereafter in effect, or any successor thereto.

1.3 Business Day - means any day other than a day on which commercial banks are authorized or required by law to close in the State of New York.

1.4 Commercial Code - means the Uniform Commercial Code, as now enacted or hereafter amended, applicable in the State of New York.

1.5 Borrower’s Books - means all of Borrower’s books and records including, but not limited to: minute books; ledgers, and records indicating, summarizing or evidencing Borrower’s assets, liabilities, the Collateral, the Secured Obligations, the Limited Client Information and all information relating thereto; records indicating, summarizing or evidencing Borrower’s business operations or financial condition; and all computer programs, disc or tape files, printouts, runs, and other computer prepared information and the equipment containing such information; provided, that all of the foregoing shall constitute Confidential Information (as defined in the Loan Agreement).

1.6 Confidential Information - has the meaning set forth in the Loan Agreement.

1.7 ERISA - means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and the rulings issued thereunder.

1.8 Event of Default - has the meaning set forth in the Loan Agreement.

1.9 Exhibit - means any Exhibit attached hereto and incorporated herein.

1.10 GAAP - means generally accepted accounting principles in the United States of America, as in effect from time to time.

Loan Nos.:    and

Obligor No.:

1.11 Governmental Authorities - means: (i) the United States; (ii) the state, county, city or other political subdivision in which any of the Collateral is located; (iii) all other governmental or quasi-governmental authorities, boards, bureaus, agencies, commissions, departments, administrative tribunals, instrumentalities and authorities; and (iv) all judicial authorities and public utilities having or exercising jurisdiction over Borrower, the Guarantor or the Collateral. The term “Governmental Authority” means any one of the Governmental Authorities.

1.12 Governmental Permits - means all permits, approvals, licenses and authorizations now or hereafter issued by any Governmental Authorities for or in connection with the conduct of Borrower’s business or the ownership or use by Borrower of the Collateral, its other assets or its properties.

1.13 Governmental Requirements - means all existing and future laws, ordinances, rules, regulations, orders or requirements of all Governmental Authorities applicable to Borrower, any Guarantor, the Collateral or any of Borrower’s or any Guarantor’s other assets or properties.

1.14 Guarantor - means, collectively, the Person or Persons, if any, now or hereafter guaranteeing payment of the credit or payment or performance of the Secured Obligations (or pledging collateral therefor).

1.15 Guaranty - means every guaranty agreement of any kind (including third-party pledge agreements) now or hereafter executed by any Guarantor, and all extensions, renewals, modifications and replacement thereof.

1.16 Indebtedness - has the meaning set forth in the Loan Agreement.

1.17 Insolvency Proceeding - means any proceeding commenced by or against any Person, including Borrower, under any provision of the Bankruptcy Code, as amended, or under any other bankruptcy or insolvency law, including, but not limited to, assignments for the benefit of creditors, formal or informal moratoriums, compositions or extensions with some or all creditors.

1.18 Judicial Officer or Assignee - means any trustee, receiver, controller, custodian, assignee for the benefit of creditors or any other Person having powers or duties like or similar to the powers and duties of a trustee, receiver, controller, or assignee for the benefit of creditors.

1.19 Lender Expenses - means all costs and expenses incurred by Lender in connection with: (i) this Agreement or other Loan Documents; (ii) the transactions contemplated hereby or thereby; (iii) the enforcement of any rights hereunder or thereunder; (iv) the recordation or filing of any documents; (v) Lender’s Attorneys’ Fees; (vi) the creation, perfection or enforcement of the lien on any item of Collateral; and (vii) any expenses incurred in any proceedings in the Bankruptcy Courts in connection with any of the foregoing.

1.20 Loan Documents - means this Agreement, the Loan Agreement and all other documents now or hereafter executed by Borrower, Guarantors or any other Person and delivered to Lender at Lender’s request in connection with the credit extended to Borrower by the Lender and all extensions, renewals, modifications or replacements thereof and any Note executed in connection therewith.

1.21 Managing Directors - has the meaning set forth in the Loan Agreement and also includes any current or future Managing Director of Borrower or any member of Guarantor.

1.22 Note - has the meaning set forth in the Loan Agreement.

1.23 Permitted Liens - means any and all of the following: (i) liens created under the Loan Documents; (ii) liens existing on the date hereof which are set forth on Exhibit B hereto; (iii) liens on equipment or other fixed assets created pursuant to Indebtedness permitted under clause (iii) of the paragraph of Section 6 of Exhibit C to the Loan Agreement regarding “No Additional Indebtedness”; (iv) liens for taxes, fees, assessments or other governmental charges or levies, or other non-consensual statutory liens, either not delinquent or being contested in good faith by appropriate proceedings; (v) any attachment or judgment lien which does not constitute an Event of Default; (vi) liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of offset and similar remedies in favor of financial institutions; (vii) liens arising from UCC financing statements relating solely to any true lease but only if the related financing statement constitutes a notice filing and not a filing intended to perfect a security interest in Borrower’s assets; (viii) easements, rights of way, restrictions, encroachments and other similar charges or encumbrances, and minor title deficiencies, in each case not securing any Indebtedness and not

materially interfering with the conduct of Borrower’s business; (ix) liens of carriers, warehousemen, materialmen and mechanics and other similar liens arising in the ordinary course of business which are not delinquent or which are being contested in good faith by appropriate proceedings; (x) liens arising by law in favor of landlords under leases and subleases, (xi) liens (other than liens under ERISA) incurred in the ordinary course of business in connection with workers’ compensation claims, unemployment insurance and social security benefits and liens securing the performance of bids, tenders, leases and contracts in the ordinary course of business, statutory obligations, surety bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business and consistent with past practice (exclusive of obligations in respect of the payment of borrowed money), provided that the aggregate amount of all cash and the fair market value of all other property subject to all liens permitted by this clause (xi) shall not at any time exceed $500,000; and (xii) any other liens and encumbrances agreed to in writing by Lender.

1.24 Person - means any natural person or any entity, including any corporation, partnership, joint venture, trust, limited liability company, unincorporated organization or trustee, or Governmental Authority.

1.25 Secured Obligations - means all debts, obligations and liabilities of Borrower to Lender under or in connection with this Agreement, the Loan Agreement, any Note, and any of the other Loan Documents, regardless whether such Secured Obligations are currently existing, or hereafter created or arising, whether liquidated or unliquidated, including Attorneys’ Fees. Notwithstanding anything to the contrary contained in the Loan Documents, the term “Secured Obligations” shall not include any debts that are or may hereafter constitute “consumer credit” which is subject to the disclosure requirements of the federal Truth-In Lending Act (15 U.S.C. Section 1601, et seq.) or any similar state law in effect from time to time, unless Lender and Borrower shall otherwise agree in a separate written agreement.

1.26 Other Defined Terms. Each of the following terms has the meaning set forth in the section set forth opposite such term:

Defined Term	Section
Agreement	Preamble
Attorneys’ Fees	11.5
Borrower	Preamble
Collateral	Exhibit A
Contractual Items	Exhibit A
Lender	Preamble
Limited Client Information	5.14
Loan Agreement	Recitals
Services	5.1(b)

2. Security Interest. Borrower hereby grants to Lender a continuing valid, first priority security interest in all present and future Collateral, defined in Exhibit A, now owned or hereafter acquired to secure payment and performance of the Secured Obligations. Borrower hereby ratifies the grant of the security interest by it to Lender under the Prior Security Agreement, which is not being terminated by this Agreement.

3. Security Documents. Lender may file all financing statements and confirmation statements and other documents as necessary to perfect and maintain perfected Lender’s security interest. Borrower shall execute and deliver to Lender all documents which Lender may reasonably request: (i) to perfect, and maintain perfected, Lender’s security interests in the Collateral or, (ii) to maintain or recognize the priority and enforceability of the Lender’s lien on the Collateral, and (iii) to implement the terms of this Agreement. If requested by Lender, Borrower will have such documents executed by relevant third parties and delivered to Lender.

4. Representations and Warranties. Until the Secured Obligations are satisfied in full, Borrower makes the following representations and warranties:

4.1 Borrower. Borrower’s full and correct name and chief executive office, as of the date hereof, are as indicated in Exhibit B. Subsequent to the date hereof, Borrower’s full and correct name and chief executive office shall be as set forth on Exhibit B or as changed pursuant to Section 3.15 of the Loan Agreement. Borrower: (i) is duly organized, validly existing and in good standing under the laws of the state specified in Exhibit B; (ii) is qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets or the conduct of its business requires qualification as a foreign entity and in which the failure to be so qualified would have a material adverse effect on Borrower’s business; and (iii) conducts business under the trade name(s), if any, specified in Exhibit B, and no other trade name(s) except for tradenames to be used hereafter of which Borrower gives Lender prior notice of its intent to use.

4.2 Title to Assets. Borrower has and at all times will have: (i) legal and equitable title to the Collateral, free of all liens, security interests or any other interests, except Permitted Liens; and (ii) the right to grant the security interest in the Collateral.

4.3 No Offsets or Defenses. Each account, right to payment, instrument, document, chattel paper and other item of Collateral is (or will be when arising or issued) the valid and legally enforceable obligation, subject to no defense or set off (other than those arising in the ordinary course of business) of the obligor named therein.

4.4 Continuing and Cumulative Warranties. The warranties and representations set forth in this Section shall be true and correct in all material respects at the time of execution of this Agreement and shall constitute continuing representations and warranties as long as any of the Secured Obligations remain unpaid or unperformed. The warranties and representations shall be cumulative and in addition to any other written warranties and representations which Borrower shall give to Lender, now or hereafter.

5. Covenants. Borrower agrees, until the Secured Obligations are satisfied in full:

5.1 Transfer or Release of Assets. Borrower shall not transfer or sell to any other Person any Collateral except in the ordinary course of business and except for: (i) the transfer of obsolete or non-serviceable goods; (ii) capital contributions to or the acquisition of an equity interest in any wholly-owned subsidiary provided that such subsidiary remains a wholly-owned subsidiary and the security interest of Lender in any assets so contributed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such contribution) and all actions required to maintain such perfected status have been taken; (iii) the transfer, sale or conveyance of all or any part of the business, property or assets of Borrower or any wholly-owned subsidiary among Borrower or its wholly-owned subsidiaries so long as the security interest of Lender in the business, properties or assets so transferred, sold or conveyed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain such perfected status have been taken; and (iv) the merger, consolidation, dissolution or liquidation of any subsidiary of Borrower into Borrower, as long as Borrower is the surviving or continuing entity and any security interest granted to the Lender in the assets of such subsidiary shall remain in full force and effect and be perfected (to at least the same extent as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain such perfected status have been taken.

In addition, notwithstanding anything herein to the contrary, the following actions shall not be a breach of this Section 5.1: (i) loans or advances to affiliates of Borrower and to any Managing Directors or other officers or employees of Borrower permitted by the Loan Agreement; (ii) transfers of funds in connection with intercompany loans permitted by the Loan Agreement; (iii) cash distributions paid to Andersen Tax Holdings LLC (subject to the financial covenants in the Loan Agreement); (iv) compensation and other benefits (other than annual cash bonuses) to Managing Directors as are customary for similarly situated advisory firms as reasonably determined in good faith by the board of directors of Borrower; (v) transactions with any Guarantor on terms no less favorable to such Person than those that could have been obtained in a comparable transaction on an arm’s length basis from an unrelated Person; provided, however, that nothing in this paragraph shall limit the ability of Borrower or any Guarantor to provide tax return preparation and related services and estate planning services, in each case consistent with the types of services provided by such entity in the ordinary course of business (collectively, the “Services”) to Borrower or any Guarantor, or its employees, even if such Services are at prices and/or on terms less favorable to such Person providing such Services than those that would be obtained on an arm’s-length basis from an unaffiliated third party, provided that such services are on terms consistent with the prices and terms historically charged for such Services; (vi) the payment of annual cash bonuses to Managing Directors and other employees of Borrower or any Guarantor in each fiscal year of Borrower, provided that the aggregate amount of such bonuses shall be no greater than 35% of the net income before taxes, depreciation and amortization of Borrower and Guarantors for such period, as determined on a consolidated basis in accordance with GAAP for the previous fiscal year; (vii) any expenditures of Borrower which should be capitalized in accordance with GAAP, provided that, in any fiscal year, such capital expenditures shall not exceed $5,000,000 in the aggregate; and (viii) acquisitions by Borrower of the assets of, or equity interest in, any Person or any division or line of business of any Person, in each case engaged in a business similar to the business of Borrower, provided that: (A) immediately before and after giving effect to such acquisition, no Event of Default has occurred; (B) the aggregate purchase price, or portion thereof, paid by Borrower in respect of all such acquisitions consummated in any applicable year shall not have exceeded 5% of its net sales during the prior fiscal year; (C) any Indebtedness used in connection with such acquisition is within the limits of Additional Indebtedness in the Loan Agreement; (D) contemporaneously with the closing of such acquisition, Lender shall be granted a security interest in all assets (including any equity interests) acquired in connection therewith and the equity interests of each entity created for the purposes of or acquired as part of such acquisition; and (E) immediately after giving effect to such acquisition, Borrower shall have a net worth in an amount that is not less than its consolidated net worth immediately prior to such acquisition.

5.2 Lien Free. Borrower shall keep the Collateral free of all liens and interests, except Permitted Liens.

5.3 Fixtures. Borrower shall not permit any Collateral to be affixed to any real property without first assuring that Lender’s lien will be senior to any other interest then or thereafter held by any lienholder on, or owner of, the real property.

5.4 Maintenance of Collateral. Borrower shall not: (i) misuse or permit misuse of any Collateral in any material manner; or (ii) use or permit use of any Collateral for any unlawful purpose, or in any negligent manner or outside the ordinary course of Borrower’s business. Borrower shall keep all tangible Collateral in good order and repair, normal depreciation excepted.

5.5 Records. As regards any Collateral, Borrower shall: (i) maintain a standard and modern system of accounting in accordance with GAAP, or such other accounting principles as agreed to by Lender, consistently applied; and (ii) not modify or change its method of accounting. Borrower’s Books shall be accurate and complete in all material respects. On Lender’s request, Borrower shall give Lender full access to Borrower’s Books, which Borrower’s Books shall be deemed to be Confidential Information subject to Section 6.19 of the Loan Agreement which is incorporated herein by reference as if fully set forth herein.

5.6 Inspection. Borrower shall permit Lender and any of Lender’s representatives, on demand, during business hours, to have access to and to inspect the Collateral (wherever located) and to examine and copy Borrower’s Books pertaining to the Collateral. Borrower shall deliver to Lender such reports and information concerning the Collateral as Lender may reasonably request, which reports and information shall be deemed to be Confidential Information subject to Section 6.19 of the Loan Agreement which is incorporated herein by reference as if fully set forth herein.

5.7 Delivery. On Lender’s request (before or after an Event of Default), Borrower shall deliver to Lender any instrument, document or chattel paper constituting Collateral, duly endorsed or assigned by Borrower.

5.8 Taxes. Borrower shall pay all taxes relating to the Collateral when due except to the extent Borrower is contesting the same as permitted by the Loan Agreement.

5.9 Insurance. Borrower shall maintain reasonable insurance on all Collateral for all customary risks.

5.10 Compliance with Applicable Laws. Borrower shall comply with and keep in effect all material Governmental Permits relating to it and the Collateral. Borrower shall comply with and shall cause the Collateral to comply with: (i) all material Governmental Requirements; (ii) all requirements and orders of all judicial authorities which have jurisdiction over it or the Collateral; and (iii) all covenants, conditions, restrictions and other documents relating to Borrower or the Collateral with respect to which the failure to comply would have a material adverse effect on Borrower’s business or the Collateral, as applicable.

5.11 Notifications. Borrower shall promptly notify Lender of any material decline in value of, or loss of, or damage to, any Collateral.

5.12 Expenses. Borrower agrees to reimburse Lender for any and all Lender Expenses, and hereby authorizes and approves all advances and payments by Lender for items constituting Lender Expenses.

5.13 Existence. Borrower: (i) will maintain its existence in good standing under the law of the state of its organization, (ii) will maintain its qualification as a foreign entity in each jurisdiction in which the nature of its business requires such qualification and where failure to so qualify would have a material adverse effect on Borrower’s business, and (iii) except as permitted by other provisions of the Loan Documents, will not merge with any other entity without the consent of Lender.

5.14 Client Information. Notwithstanding anything to the contrary set forth above, upon Lender’s request after an Event of Default has occurred and is continuing, Borrower shall disclose to Lender the names, contact information, payment history and accounts receivable information of its clients, along with any other information Lender deems necessary to enforce rights in or foreclose on the Collateral (“Limited Client Information”), provided that all such Limited Client Information shall constitute Confidential Information (as defined in the Loan Agreement).

5.15 Further Assurances. Upon Lender’s request, Borrower, at Borrower’s expense, shall: (i) execute and deliver such further documents and notices satisfactory to Lender; (ii) take any action requested by Lender to carry out the intent of this Agreement and the other Loan Documents; and (iii) provide such reports and information available to Borrower concerning the business, financial condition and business of Borrower.

6. Events of Default. The occurrence of any one or more Events of Default under the Loan Agreement shall also be a default under this Agreement.

7. Lender’s Rights and Remedies; Waiver.

7.1 Remedies. If an Event of Default occurs and is not cured by Borrower or waived by Lender, Lender shall have all rights and remedies of a secured party under the Commercial Code and as otherwise provided at law or in equity. Lender shall provide such notices as are required under the Commercial Code. Lender may dispose of any item of Collateral in a manner permitted by the Commercial Code. All proceeds from the Collateral shall be applied or disbursed as permitted under the Commercial Code.

7.2 Waivers. Borrower waives all rights to require marshalling of assets or liens or all rights to require Lender to exercise any other right or power or to pursue any other remedy which Lender may have.

7.3 Judicial Action. If Lender, at its option, seeks to take possession of any or all of the Collateral by court process, Borrower irrevocably and unconditionally agrees that a receiver may be appointed by a court for such purpose without regard to the adequacy of the security for the Secured Obligations and such receiver may, at Lender’s option, collect or dispose of all or part of the Collateral.

8. Liability for Deficiency. Borrower shall remain liable for any deficiency remaining on the Secured Obligations after disposition of all or any of the Collateral and Lender’s application of the proceeds thereof to the Secured Obligations.

9. Actions. Borrower authorizes Lender, without notice or demand and without affecting its liability hereunder, and without consent of Borrower, to: (i) take and hold additional security for the payment of the Secured Obligations with the consent of the party providing such security; and (ii) accept guarantors for the payment of the Secured Obligations.

10. Power of Aftorney. Borrower irrevocably appoints Lender, with full power of substitution, as its attorney-in-fact, coupled with an interest, with full power, in Lender’s own name or in the name of Borrower: (i) at any time to sign, record and file all documents referred to in this Agreement; and (ii) after an Event of Default: (a) to endorse any checks, notes and other instruments or documents evidencing the Collateral, or proceeds thereof; (b) to discharge claims, demands, liens, or taxes affecting any of the Collateral; (c) to settle, and give releases of, any insurance claim that relates to any of the Collateral, obtain payment of claim, and make all determinations with respect to any such policy of insurance, and endorse Borrower’s name on any proceeds of such policies of insurance; or (d) to instruct any Person having control of any books or records relating to the Collateral to give Lender full rights of access thereto. Lender shall have the right to exercise the power of attorney granted in this Section directly or to delegate all or part of such power. Lender shall not be obligated to act on behalf of Borrower as attorney-in-fact.

11. Miscellaneous.

11.1 Notices. Any notice, demand or request required hereunder shall be given in writing (at the addresses set forth in Exhibit B) by any of the following means: (i) personal service; (ii) telecopy; (iii) overnight courier; or (iv) registered or certified, first class U.S. mail, return receipt requested, or to such other addresses as Lender or Borrower may designate upon ten (10) days’ prior written notice to the other party hereto pursuant to this Section 11.1.

Any notice, demand or request sent pursuant to either subsection (i) or (ii), above, shall be deemed received upon such personal service or upon dispatch by electronic means. Any notice, demand or request sent pursuant to subsection (iii), above, shall be deemed received on the Business Day immediately following deposit with the overnight courier, and, if sent pursuant to subsection (iv), above, shall be deemed received forty-eight (48) hours following deposit into the U.S. mail.

11.2 Choice of Law. This Agreement shall be determined under, governed by and construed in accordance with New York law. The parties agree that all actions or proceedings arising in connection with this Agreement shall be litigated only in the state courts located in the City of New York, State of New York, or the federal courts located in the Southern District of New York. Borrower waives any right Borrower may have to assert the doctrine of forum non conveniens or to object to such venue and hereby consents to any court-ordered relief.

11.3 Successors and Assigns; Assignment. This Agreement shall be binding and deemed effective when executed by Borrower and accepted and executed by Lender. This Agreement shall be binding on Lender’s and Borrower’s successors and assigns. Borrower agrees that it may not assign this Agreement without Lender’s prior written consent. Lender may assign, in whole or in part, all of its right, title and interest in and to this Agreement at any time without the consent of Borrower. In connection with any assignment, Lender may disclose all documents and information that Lender has or may hereafter have relating to Borrower, provided that any such assignee shall have agreed in writing to be bound by provisions substantially similar to those set forth in Section 6.19 of the Loan Agreement. No consent to an assignment by Lender shall release Borrower or any Guarantor from their obligations to Lender.

11.4 Severability; Waivers. Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any provision. No waiver by Lender of any of its rights or remedies in connection with this Agreement shall be effective unless such waiver is in writing and signed by Lender. No act or omission by Lender to exercise a right as to any event shall be construed as continuing, or as a waiver or release of, any subsequent right, remedy or recourse as to a subsequent event.

11.5 Attorneys’ Fees. On demand, Borrower shall reimburse Lender for all costs and expenses including, without limitation, reasonable attorneys’ fees, costs and disbursements (and fees and disbursements of Lender’s in-house counsel) (collectively “Attorneys’ Fees”) actually expended or incurred by Lender in any way in connection with the amendment and/or enforcement of this Agreement and Lender’s rights hereunder and the Collateral whether or not suit is brought. Attorneys’ Fees shall include, without limitation, reasonable attorneys’ fees and costs incurred in any State, Federal or Bankruptcy Court, and in any Insolvency Proceeding of any kind in any way related to this Agreement, the Note, or any item of Collateral and/or Lender’s lien thereon.

11.6 Headings. Article and section headings are for reference only and shall not affect the interpretation or meaning of any provisions of this Agreement.

11.7 Integration; Amendment. No modification or amendment to this Agreement, or novation of the obligations under this Agreement, shall be effective unless in writing, executed by Lender and the other relevant parties. Except for currently existing obligations of Borrower to Lender, all prior agreements, understandings, representations, warranties, and negotiations between the parties, whether oral or written, if any, which relate to the substance of this Agreement, are merged into this Agreement. Borrower hereby waives the right to assert any agreement, promise, fact or any parol (oral) evidence which is contrary to the terms or representations specified in this Agreement.

11.8 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which when so executed shall be deemed an original, but all such counterparts shall constitute but one and the same agreement. A signed copy of this Agreement transmitted by a party to another party via facsimile or an emailed “pdf” version shall be binding on the signatory thereto.

11.9 WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY LAW, LENDER AND BORROWER HEREBY VOLUNTARILY, UNCONDITIONALLY AND IRREVOCABLY WAIVE TRIAL BY JURY IN ANY LITIGATION OR PROCEEDING IN A STATE OR FEDERAL COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, OR THE SECURED OBLIGATIONS, OR ANY INSTRUMENT OR DOCUMENT DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING WITHOUT LIMITATION, CLAIMS RELATING TO THE APPLICATION, OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF, OR ANY OTHER CLAIM OR DISPUTE HOWSOEVER ARISING (INCLUDING TORT AND CLAIMS FOR BREACH OF DUTY), BETWEEN LENDER AND BORROWER.

IN WITNESS WHEREOF, this Security Agreement has been duly executed by each of the parties as of the date stated at the top of the first page.

BORROWER:
ANDERSEN TAX LLC
By:	/s/ Mark L. Vorsatz
Name:	Mark L. Vorsatz
Title:	Chief Executive Officer

Accepted:
LENDER:
FIRST REPUBLIC BANK
By:	/s/ Alan Le Vine
Name:	ALAN LE VINE
Title:	VICE PRESIDENT

EXHIBIT A

TO

SECURITY AGREEMENT

ALL ASSETS

DESCRIPTION OF COLLATERAL

The Collateral (“Collateral”) consists of all of the right, title and interest of Borrower in and to the following assets whether currently existing or hereafter arising and wherever located: (a) Equipment; (b) Inventory; (c) fixtures located at Borrower’s business locations; (d) other Goods, Instruments and Documents; (e) Chattel Paper; (f) General Intangibles; (g) Accounts and all other obligations now or hereafter owing to Borrower; (h) all Deposit Accounts and certificates of deposit, Payment Intangibles, including those maintained with Lender; (i) Investment Property; (j) Letters of Credit Rights; (k) all Commercial Tort Claims and any other causes of action of Borrower against third parties arising in connection with Borrower’s business; (I) all Supporting Obligations; (m) all proceeds and products of the foregoing; and (n) all of Borrower’s Books relating to the foregoing.

Notwithstanding anything herein to the contrary, in no event shall the Collateral include, and Borrower shall not be deemed to have granted a security interest in, any license, contract, permit, government authorization, franchise or other similar item (collectively, the “Contractual Items”) to which Borrower is a party, or any of Borrower’s rights or interests thereunder, to the extent, but only to the extent that and only so long as (i) such a grant would under the terms of such Contractual Items and applicable law result in a breach of the terms of, or constitute a default under, such Contractual Items (other than to the extent that any such term would be rendered ineffective pursuant to the Commercial Code or any other applicable law (including the Bankruptcy Code) or principles of equity); provided that the Collateral shall include and such security interest shall attach immediately at such time as the condition causing such breach or default shall be remedied or the consent to the granting of such security interest shall have been obtained and to the extent severable, shall attach immediately to any portion of such Contractual Item that does not result in the consequences specified in clause (i) immediately above; or (ii) such a grant with respect to property, contracts or rights in any jurisdiction is prohibited under applicable law, or requires the obtaining of a government authorization that has not been obtained after Borrower has used commercially reasonable efforts to obtain consent to permit such grant of a security interests; provided that the foregoing exclusion shall in no way be construed so as to limit, impair or otherwise affect Secured Party’s unconditional continuing security interest in and to all rights, title and interests of Borrower in or to any payment obligations or other rights to receive monies due or to become due under any such Contractual Item or other property, contracts or rights and in any such monies and other proceeds thereof.

Unless otherwise defined herein, the terms used herein shall have the meaning provided in the Commercial Code.

EXHIBIT B

TO

SECURITY AGREEMENT

ALL ASSETS

This Exhibit B is an integral part of the Agreement between Lender and Borrower, and the following terms are incorporated in and made a part of the Agreement to which this Exhibit B is attached:

1.	Borrower: Borrower represents that its name, address and state of incorporation or formation are as follows:
	1.1	Name: Andersen Tax LLC
	1.2	Trade Names or DBAs (if any): N/A
	1.3	Type of Entity and State of Formation or Incorporation: limited liability company, Delaware.
	1.4	Address for Notices:	Andersen Tax LLC 100 First Street Suite 1600 San Francisco, CA 94105 Attn: Chief Executive Officer with a copy to: Andersen Tax LLC 1177 Avenue of the Americas 18th Floor New York, NY 10036 Attn: Controller
	1.5	Tax Identification Number:
2.	Lender’s Notice Address:		FIRST REPUBLIC BANK 111 Pine Street San Francisco, CA 94111 Attn: Commercial Loan Operations Fax: (415) 296-3563
3.	Liens Existing on the Date Hereof:
	1.	See Exhibit C of the Loan Agreement.
4.	Additional Covenants: N/A

EX-10.25

Exhibit 10.25

SECURITY AGREEMENT

All Assets

This SECURITY AGREEMENT (the “Agreement”), dated as of May 12, 2017 is executed by and between Andersen Tax Holdings LLC (“Guarantor”) and First Republic Bank (“Lender”).

Lender and Andersen Tax LLC (“Borrower”) entered into that certain Amended and Restated Loan Agreement dated February 25, 2014 pursuant to which Lender provided credit to, or for the benefit of, Borrower (the “Prior Loan Agreement”). In connection with the Prior Loan Agreement, Guarantor executed a Continuing Guaranty of Payment and Performance in favor of Lender.

Lender is now, inter alia, making a new term loan to Borrower and increasing the line of credit to Borrower, and in connection therewith Borrower and Lender are entering into a Second Amended and Restated Loan Agreement of even date with this Agreement (the “Loan Agreement”).

In connection with the Loan Agreement, Guarantor has agreed to execute a new Continuing Guaranty of Payment and Performance dated on or about the date hereof (as amended, the “Guaranty”) and to provide Lender with a security interest in all or substantially all of its assets pursuant to this Agreement to secure its obligations under the Guaranty.

THEREFORE, for valuable consideration, the receipt and adequacy of which are acknowledged, Guarantor and Lender agree as follows:

1. Definitions. For purposes of this Agreement, capitalized terms not otherwise defined in this Agreement shall have the meanings provided below or in the Commercial Code or in the Loan Agreement.

1.1 Agreement - means this Security Agreement, any concurrent or subsequent rider to this Security Agreement and any extensions, supplements, amendments or modifications to this Security Agreement and/or to any such rider.

1.2 Bankruptcy Code - means Title 11 of the United States Code entitled “Bankruptcy”, as now or hereafter in effect, or any successor thereto.

1.3 Business Day - means any day other than a day on which commercial banks are authorized or required by law to close in the State of New York.

1.4 Commercial Code - means the Uniform Commercial Code, as now enacted or hereafter amended, applicable in the State of New York.

1.5 Confidential Information - has the meaning set forth in the Loan Agreement.

1.6 ERISA - means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and the rulings issued thereunder.

1.7 Event of Default - has the meaning set forth in the Loan Agreement.

1.8 Exhibit - means any Exhibit attached hereto and incorporated herein.

1.9 GAAP - means generally accepted accounting principles in the United States of America, as in effect from time to time.

1.10 Governmental Authorities - means: (i) the United States; (ii) the state, county, city or other political subdivision in which any of the Collateral is located; (iii) all other governmental or quasi-governmental authorities, boards, bureaus, agencies, commissions, departments, administrative tribunals, instrumentalities and authorities; and (iv) all judicial authorities and public utilities having or exercising jurisdiction over Borrower, the Guarantor or the Collateral. The term “Governmental Authority” means any one of the Governmental Authorities.

Loan Nos.:    and

Obligor No.:

1.11 Governmental Permits - means all permits, approvals, licenses and authorizations now or hereafter issued by any Governmental Authorities for or in connection with the conduct of Guarantor’s business or the ownership or use by Guarantor of the Collateral, its other assets or its properties.

1.12 Governmental Requirements - means all existing and future laws, ordinances, rules, regulations, orders or requirements of all Governmental Authorities applicable to Borrower, Guarantor, the Collateral or any of Borrower’s or Guarantor’s other assets or properties.

1.13 Guarantor - means, collectively, the Person or Persons, if any, now or hereafter guaranteeing payment of the credit or payment or performance of the Secured Obligations (or pledging collateral therefor), including Guarantor.

1.14 Guaranty - means every guaranty agreement of any kind (including the Guaranty and any third-party pledge agreements) now or hereafter executed by Guarantor, and all extensions, renewals, modifications and replacement thereof.

1.15 Guarantor’s Books - means all of Guarantor’s books and records including, but not limited to: minute books; ledgers, and records indicating, summarizing or evidencing Guarantor’s assets, liabilities, the Collateral, the Secured Obligations, the Limited Client Information and all information relating thereto; records indicating, summarizing or evidencing Guarantor’s business operations or financial condition; and all computer programs, disc or tape files, printouts, runs, and other computer prepared information and the equipment containing such information; provided, that all of the foregoing shall constitute Confidential Information (as defined in the Loan Agreement).

1.16 Indebtedness - has the meaning set forth in the Loan Agreement.

1.17 Insolvency Proceeding - means any proceeding commenced by or against any Person, including Guarantor, under any provision of the Bankruptcy Code, as amended, or under any other bankruptcy or insolvency law, including, but not limited to, assignments for the benefit of creditors, formal or informal moratoriums, compositions or extensions with some or all creditors.

1.18 Judicial Officer or Assignee - means any trustee, receiver, controller, custodian, assignee for the benefit of creditors or any other Person having powers or duties like or similar to the powers and duties of a trustee, receiver, controller, or assignee for the benefit of creditors.

1.19 Lender Expenses - means all costs and expenses incurred by Lender in connection with: (i) the Guaranty, this Agreement or other Loan Documents; (ii) the transactions contemplated hereby or thereby; (iii) the enforcement of any rights hereunder or thereunder; (iv) the recordation or filing of any documents; (v) Lender’s Attorneys’ Fees; (vi) the creation, perfection or enforcement of the lien on any item of Collateral; and (vii) any expenses incurred in any proceedings in the Bankruptcy Courts in connection with any of the foregoing.

1.20 Loan Documents - means this Agreement, the Guaranty, the Loan Agreement and all other documents now or hereafter executed by Borrower, Guarantors or any other Person and delivered to Lender at Lender’s request in connection with the credit extended to Borrower by the Lender and all extensions, renewals, modifications or replacements thereof and any Note executed in connection therewith.

1.21 Managing Directors - has the meaning set forth in the Loan Agreement and also includes any current or future Managing Director of Borrower or any member of any Guarantor.

1.22 Permitted Liens - means any and all of the following: (i) liens created hereunder; (ii) liens existing on the date hereof which are set forth on Exhibit B hereto; (iii) liens for taxes, fees, assessments or other governmental charges or levies, or other non-consensual statutory liens, either not delinquent or being contested in good faith by appropriate proceedings; (iv) any attachment or judgment lien which would not constitute an Event of Default if filed or recorded against Borrower; (v) liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of offset and similar remedies in favor of financial institutions; (vi) liens arising from UCC financing statements relating solely to any true lease but only if the related financing statement constitutes a notice filing and not a filing intended to perfect a security interest in Guarantor’s assets; (vii) easements, rights of way, restrictions, encroachments and other similar charges or encumbrances, and minor title deficiencies, in each case not securing any Indebtedness and not materially interfering with the conduct of Guarantor’s business; (viii) liens of carriers, warehousemen, materialmen and mechanics and other similar liens arising in the ordinary course of business which

are not delinquent or which are being contested in good faith by appropriate proceedings; (ix) liens arising by law in favor of landlords under leases and subleases, (x) liens (other than liens under ERISA) incurred in the ordinary course of business in connection with workers’ compensation claims, unemployment insurance and social security benefits and liens securing the performance of bids, tenders, leases and contracts in the ordinary course of business, statutory obligations, surety bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business and consistent with past practice (exclusive of obligations in respect of the payment of borrowed money), provided that the aggregate amount of all cash and the fair market value of all other property subject to all liens permitted by this clause (xi) shall not at any time exceed $200,000; and (xii) any other liens and encumbrances agreed to in writing by Lender.

1.23 Person - means any natural person or any entity, including any corporation, partnership, joint venture, trust, limited liability company, unincorporated organization or trustee, or Governmental Authority.

1.24 Secured Obligations - means all debts, obligations and liabilities of Guarantor to Lender under or in connection with the Guaranty, regardless whether such Secured Obligations are currently existing, or hereafter created or arising, whether liquidated or unliquidated, including Attorneys’ Fees. Notwithstanding anything to the contrary contained in the Loan Documents, the term “Secured Obligations” shall not include any debts that are or may hereafter constitute “consumer credit” which is subject to the disclosure requirements of the federal Truth-In Lending Act (15 U.S.C. Section 1601, et seq.) or any similar state law in effect from time to time, unless Lender and Guarantor shall otherwise agree in a separate written agreement.

1.25  Other Defined Terms. Each of the following terms has the meaning set forth in the section set forth opposite such term:

Defined Term	Section
Agreement	Preamble
Attorneys’ Fees	11.5
Borrower	Preamble
Collateral	Exhibit A
Contractual Items	Exhibit A
Lender	Preamble
Limited Client Information	5.14
Loan Agreement	Recitals
Services	5.1(b)

2. Security Interest. Guarantor hereby grants to Lender a continuing valid, first priority security interest in all present and future Collateral, defined in Exhibit A, now owned or hereafter acquired to secure payment and performance of the Secured Obligations.

3. Security Documents. Lender may file all financing statements and confirmation statements and other documents as necessary to perfect and maintain perfected Lender’s security interest. Guarantor shall execute and deliver to Lender all documents which Lender may reasonably request: (i) to perfect, and maintain perfected, Lender’s security interests in the Collateral or, (ii) to maintain or recognize the priority and enforceability of the Lender’s lien on the Collateral, and (iii) to implement the terms of this Agreement. If requested by Lender, Guarantor will have such documents executed by relevant third parties and delivered to Lender.

4. Representations and Warranties. Until the Secured Obligations are satisfied in full, Guarantor makes the following representations and warranties:

4.1 Guarantor. Guarantor’s full and correct name and chief executive office, as of the date hereof, are as indicated in Exhibit B. Subsequent to the date hereof, Guarantor’s full and correct name and chief executive office shall be as set forth on Exhibit B or as changed pursuant to 30 days’ prior written notice to Lender. Guarantor: (i) is duly organized, validly existing and in good standing under the laws of the state specified in Exhibit B; (ii) is qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets or the conduct of its business requires qualification as a foreign entity and in which the failure to be so qualified would have a material adverse effect on Guarantor’s business; and (iii) conducts business under the trade name(s), if any, specified in Exhibit B, and no other trade name(s) except for tradenames to be used hereafter of which Guarantor gives Lender prior notice of its intent to use.

4.2 Title to Assets. Guarantor has and at all times will have: (i) legal and equitable title to the Collateral, free of all liens, security interests or any other interests, except Permitted Liens; and (ii) the right to grant the security interest in the Collateral.

4.3 Units. MD Management LLC and MD Investment LLC own all of the membership interests of Guarantor. All such units have been fully paid and are non-assessable.

4.4 No Offsets or Defenses. Each account, right to payment, instrument, document, chattel paper and other item of Collateral is (or will be when arising or issued) the valid and legally enforceable obligation, subject to no defense or set off (other than those arising in the ordinary course of business) of the obligor named therein.

4.5 Continuing and Cumulative Warranties. The warranties and representations set forth in this Section shall be true and correct in all material respects at the time of execution of this Agreement and shall constitute continuing representations and warranties as long as any of the Secured Obligations remain unpaid or unperformed. The warranties and representations shall be cumulative and in addition to any other written warranties and representations which Guarantor shall give to Lender, now or hereafter.

5. Covenants. Guarantor agrees, until the Secured Obligations are satisfied in full:

5.1 Transfer or Release of Assets. Guarantor shall not transfer or sell to any other Person any Collateral except in the ordinary course of business and except for: (i) the transfer of obsolete or non-serviceable goods; (ii) capital contributions to or the acquisition of an equity interest in any wholly-owned subsidiary provided that such subsidiary remains a wholly-owned subsidiary and the security interest of Lender in any assets so contributed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such contribution) and all actions required to maintain such perfected status have been taken; (iii) the transfer, sale or conveyance of all or any part of the business, property or assets of Guarantor or any wholly-owned subsidiary among Guarantor or its wholly-owned subsidiaries so long as the security interest of Lender in the business, properties or assets so transferred, sold or conveyed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain such perfected status have been taken; and (iv) the merger, consolidation, dissolution or liquidation of any subsidiary of Guarantor into Guarantor, as long as Guarantor is the surviving or continuing entity and any security interest granted to the Lender in the assets of such subsidiary shall remain in full force and effect and be perfected (to at least the same extent as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain such perfected status have been taken.

In addition, notwithstanding anything herein to the contrary, the following actions shall not be a breach of this Section 5.1: (i) transfers of funds in connection with intercompany loans permitted by the Loan Agreement; (ii) cash distributions paid to owners of Guarantor (subject to the financial covenants in the Loan Agreement); (iii) compensation and other benefits (other than annual cash bonuses) to Managing Directors as are customary for similarly situated advisory firms as reasonably determined in good faith by the board of directors of Guarantor; (iv) transactions with Borrower on terms no less favorable to such Person than those that could have been obtained in a comparable transaction on an arm’s length basis from an unrelated Person; provided, however, that nothing in this paragraph shall limit the ability of Borrower or Guarantor to provide tax return preparation and related services and estate planning services, in each case consistent with the types of services provided by such entity in the ordinary course of business (collectively, the “Services”) to Borrower or Guarantor, or its employees, even if such Services are at prices and/or on terms less favorable to such Person providing such Services than those that would be obtained on an arm’s-length basis from an unaffiliated third party, provided that such services are on terms consistent with the prices and terms historically charged for such Services; (v) the payment of annual cash bonuses to Managing Directors and other employees of Guarantor, Borrower or any other Guarantor in each fiscal year of Borrower, provided that the aggregate amount of such bonuses shall be no greater than 35% of the net income before taxes, depreciation and amortization of Borrower, Guarantor and any other Guarantors for such period, as determined on a consolidated basis in accordance with GAAP for the previous fiscal year; (vi) any expenditures of Guarantor which should be capitalized in accordance with GAAP, provided that, in any fiscal year, such capital expenditures shall not exceed $500,000 in the aggregate; and (vii) acquisitions by Guarantor of the assets of, or equity interest in, any Person or any division or line of business of any Person, in each case engaged in a business similar to the business of Guarantor, provided that: (A) immediately before and after giving effect to such acquisition, no Event of Default has occurred; (B) the aggregate purchase price, or portion thereof, paid by Guarantor in respect of all such acquisitions consummated in any applicable year shall not have exceeded 5% of its net sales during the prior fiscal year; (C) any Indebtedness used in connection with such acquisition is within the limits of No Additional Indebtedness in the Loan Agreement as if such were applicable to Guarantor; (D) contemporaneously with the closing of such acquisition, Lender shall be granted a security interest in

all assets (including any equity interests) acquired in connection therewith and the equity interests of each entity created for the purposes of or acquired as part of such acquisition; and (E) immediately after giving effect to such acquisition, Guarantor shall have a net worth in an amount that is not less than its consolidated net worth immediately prior to such acquisition.

5.2 Lien Free. Guarantor shall keep the Collateral free of all liens and interests, except Permitted Liens.

5.3 Fixtures. Guarantor shall not permit any Collateral to be affixed to any real property without first assuring that Lender’s lien will be senior to any other interest then or thereafter held by any lienholder on, or owner of, the real property.

5.4 Maintenance of Collateral. Guarantor shall not: (i) misuse or permit misuse of any Collateral in any material manner; or (ii) use or permit use of any Collateral for any unlawful purpose, or in any negligent manner or outside the ordinary course of Guarantor’s business. Guarantor shall keep all tangible Collateral in good order and repair, normal depreciation excepted.

5.5 Records. As regards any Collateral, Guarantor shall: (i) maintain a standard and modern system of accounting in accordance with GAAP, or such other accounting principles as agreed to by Lender, consistently applied; and (ii) not modify or change its method of accounting. Guarantor’s Books shall be accurate and complete in all material respects. On Lender’s request, Guarantor shall give Lender full access to Guarantor’s Books, which Guarantor’s Books shall be deemed to be Confidential Information subject to Section 6.19 of the Loan Agreement which is incorporated herein by reference as if fully set forth herein.

5.6 Inspection. Guarantor shall permit Lender and any of Lender’s representatives, on demand, during business hours, to have access to and to inspect the Collateral (wherever located) and to examine and copy Guarantor’s Books pertaining to the Collateral. Guarantor shall deliver to Lender such reports and information concerning the Collateral as Lender may reasonably request, which reports and information shall be deemed to be Confidential Information subject to Section 6.19 of the Loan Agreement which is incorporated herein by reference as if fully set forth herein.

5.7 Delivery. On Lender’s request (before or after an Event of Default), Guarantor shall deliver to Lender any instrument, document or chattel paper constituting Collateral, duly endorsed or assigned by Guarantor.

5.8 Taxes. Guarantor shall pay all taxes relating to the Collateral when due except to the extent Guarantor is contesting the same as permitted by the Loan Agreement (as if it were applicable to Guarantor).

5.9 Insurance. Guarantor shall maintain reasonable insurance on all Collateral for all customary risks.

5.10 Compliance with Applicable Laws. Guarantor shall comply with and keep in effect all material Governmental Permits relating to it and the Collateral. Guarantor shall comply with and shall cause the Collateral to comply with: (i) all material Governmental Requirements; (ii) all requirements and orders of all judicial authorities which have jurisdiction over it or the Collateral; and (iii) all covenants, conditions, restrictions and other documents relating to Guarantor or the Collateral with respect to which the failure to comply would have a material adverse effect on Guarantor’s business or the Collateral, as applicable.

5.11 Notifications. Guarantor shall promptly notify Lender of any material decline in value of, or loss of, or damage to, any Collateral.

5.12 Expenses. Guarantor agrees to reimburse Lender for any and all Lender Expenses, and hereby authorizes and approves all advances and payments by Lender for items constituting Lender Expenses.

5.13 Existence. Guarantor: (i) will maintain its existence in good standing under the law of the state of its organization, (ii) will maintain its qualification as a foreign entity in each jurisdiction in which the nature of its business requires such qualification and where failure to so qualify would have a material adverse effect on Guarantor’s business, and (iii) except as permitted by other provisions of the Loan Documents, will not merge with any other entity without the consent of Lender.

5.14 Client Information. Notwithstanding anything to the contrary set forth above, upon Lender’s request after an Event of Default has occurred and is continuing, Guarantor shall disclose to Lender the names, contact information, payment history and accounts receivable information of its clients, along with any other information Lender deems necessary to enforce rights in or foreclose on the Collateral (“Limited Client Information”), provided that all such Limited Client Information shall constitute Confidential Information (as defined in the Loan Agreement).

5.15 Further Assurances. Upon Lender’s request, Guarantor, at Guarantor’s expense, shall: (i) execute and deliver such further documents and notices satisfactory to Lender; (ii) take any action requested by Lender to carry out the intent of this Agreement and the other Loan Documents; and (iii) provide such reports and information available to Guarantor concerning the business, financial condition and business of Guarantor.

6. Events of Default. The occurrence of any one or more Events of Default under the Loan Agreement shall also be a default under this Agreement.

7. Lender’s Rights and Remedies; Waiver.

7.1 Remedies. If an Event of Default occurs and is not cured by Borrower or waived by Lender, Lender shall have all rights and remedies of a secured party under the Commercial Code and as otherwise provided at law or in equity. Lender shall provide such notices as are required under the Commercial Code. Lender may dispose of any item of Collateral in a manner permitted by the Commercial Code. All proceeds from the Collateral shall be applied or disbursed as permitted under the Commercial Code.

7.2 Waivers. Guarantor waives all rights to require marshalling of assets or liens or all rights to require Lender to exercise any other right or power or to pursue any other remedy which Lender may have.

7.3 Judicial Action. If Lender, at its option, seeks to take possession of any or all of the Collateral by court process, Guarantor irrevocably and unconditionally agrees that a receiver may be appointed by a court for such purpose without regard to the adequacy of the security for the Secured Obligations and such receiver may, at Lender’s option, collect or dispose of all or part of the Collateral.

8. Liability for Deficiency. Guarantor shall remain liable for any deficiency remaining on the Secured Obligations after disposition of all or any of the Collateral and Lender’s application of the proceeds thereof to the Secured Obligations.

9. Actions. Guarantor authorizes Lender, without notice or demand and without affecting its liability hereunder, and without consent of Guarantor, to: (i) take and hold additional security for the payment of the Secured Obligations with the consent of the party providing such security; and (ii) accept guarantors for the payment of the Secured Obligations.

10. Power of Attorney. Guarantor irrevocably appoints Lender, with full power of substitution, as its attorney-in-fact, coupled with an interest, with full power, in Lender’s own name or in the name of Guarantor: (i) at any time to sign, record and file all documents referred to in this Agreement; and (ii) after an Event of Default: (a) to endorse any checks, notes and other instruments or documents evidencing the Collateral, or proceeds thereof; (b) to discharge claims, demands, liens, or taxes affecting any of the Collateral; (c) to settle, and give releases of, any insurance claim that relates to any of the Collateral, obtain payment of claim, and make all determinations with respect to any such policy of insurance, and endorse Guarantor’s name on any proceeds of such policies of insurance; or (d) to instruct any Person having control of any books or records relating to the Collateral to give Lender full rights of access thereto. Lender shall have the right to exercise the power of attorney granted in this Section directly or to delegate all or part of such power. Lender shall not be obligated to act on behalf of Guarantor as attorney-in-fact.

11. Miscellaneous.

11.1 Notices. Any notice, demand or request required hereunder shall be given in writing (at the addresses set forth in Exhibit B) by any of the following means: (i) personal service; (ii) telecopy; (iii) overnight courier; or (iv) registered or certified, first class U.S. mail, return receipt requested, or to such other addresses as Lender or Guarantor may designate upon ten (10) days’ prior written notice to the other party hereto pursuant to this Section 11.1.

11.2 Any notice, demand or request sent pursuant to either subsection (i) or (ii), above, shall be deemed received upon such personal service or upon dispatch by electronic means. Any notice, demand or request sent pursuant to subsection (iii), above, shall be deemed received on the Business Day immediately following deposit with the overnight courier, and, if sent pursuant to subsection (iv), above, shall be deemed received forty-eight (48) hours following deposit into the U.S. mail.

11.3 Choice of Law. This Agreement shall be determined under, governed by and construed in accordance with New York law. The parties agree that all actions or proceedings arising in connection with this Agreement shall be litigated only in the state courts located in the City of New York, State of New York, or the federal courts located in the Southern District of New York. Guarantor waives any right Guarantor may have to assert the doctrine of forum non conveniens or to object to such venue and hereby consents to any court-ordered relief.

11.4 Successors and Assigns; Assignment. This Agreement shall be binding and deemed effective when executed by Guarantor and accepted and executed by Lender. This Agreement shall be binding on Lender’s and Guarantor’s successors and assigns. Guarantor agrees that it may not assign this Agreement without Lender’s prior written consent. Lender may assign, in whole or in part, all of its right, title and interest in and to this Agreement at any time without the consent of Guarantor. In connection with any assignment, Lender may disclose all documents and information that Lender has or may hereafter have relating to Guarantor, provided that any such assignee shall have agreed in writing to be bound by provisions substantially similar to those set forth in Section 6.19 of the Loan Agreement. No consent to an assignment by Lender shall release Guarantor from its obligations to Lender.

11.5 Severability; Waivers. Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any provision. No waiver by Lender of any of its rights or remedies in connection with this Agreement shall be effective unless such waiver is in writing and signed by Lender. No act or omission by Lender to exercise a right as to any event shall be construed as continuing, or as a waiver or release of, any subsequent right, remedy or recourse as to a subsequent event.

11.6 Attorneys’ Fees. On demand, Guarantor shall reimburse Lender for all costs and expenses including, without limitation, reasonable attorneys’ fees, costs and disbursements (and fees and disbursements of Lender’s in-house counsel) (collectively “Attorneys’ Fees”) actually expended or incurred by Lender in any way in connection with the amendment and/or enforcement of this Agreement and Lender’s rights hereunder and the Collateral whether or not suit is brought. Attorneys’ Fees shall include, without limitation, reasonable attorneys’ fees and costs incurred in any State, Federal or Bankruptcy Court, and in any Insolvency Proceeding of any kind in any way related to this Agreement, the Note, or any item of Collateral and/or Lender’s lien thereon.

11.7 Headings. Article and section headings are for reference only and shall not affect the interpretation or meaning of any provisions of this Agreement.

11.8 Integration; Amendment. No modification or amendment to this Agreement, or novation of the obligations under this Agreement, shall be effective unless in writing, executed by Lender and the other relevant parties. Except for currently existing obligations of Guarantor to Lender, all prior agreements, understandings, representations, warranties, and negotiations between the parties, whether oral or written, if any, which relate to the substance of this Agreement, are merged into this Agreement. Guarantor hereby waives the right to assert any agreement, promise, fact or any parol (oral) evidence which is contrary to the terms or representations specified in this Agreement.

11.9 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which when so executed shall be deemed an original, but all such counterparts shall constitute but one and the same agreement. A signed copy of this Agreement transmitted by a party to another party via facsimile or an emailed “pdf” version shall be binding on the signatory thereto.

11.10 WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY LAW, LENDER AND GUARANTOR HEREBY VOLUNTARILY, UNCONDITIONALLY AND IRREVOCABLY WAIVE TRIAL BY JURY IN ANY LITIGATION OR PROCEEDING IN A STATE OR FEDERAL COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT, THE GUARANTY OR THE OTHER LOAN DOCUMENTS, OR THE SECURED OBLIGATIONS, OR ANY INSTRUMENT OR DOCUMENT DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING WITHOUT LIMITATION, CLAIMS RELATING TO THE APPLICATION, OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF, OR ANY OTHER CLAIM OR DISPUTE HOWSOEVER ARISING (INCLUDING TORT AND CLAIMS FOR BREACH OF DUTY), BETWEEN LENDER AND BORROWER.

IN WITNESS WHEREOF, this Security Agreement has been duly executed by each of the parties as of the date stated at the top of the first page.

BORROWER:
ANDERSEN TAX HOLDINGS LLC
By:	/s/ Mark L. Vorsatz
Name:	Mark L. Vorsatz
Title:	Chief Executive Officer

Accepted:
LENDER:
FIRST REPUBLIC BANK
By:	/s/ Alen Le Vine
Name:	ALAN LE VINE
Title:	VICE PRESIDENT

EXHIBIT A

TO

SECURITY AGREEMENT

ALL ASSETS

DESCRIPTION OF COLLATERAL

The Collateral (“Collateral”) consists of all of the right, title and interest of Guarantor in and to the following assets whether currently existing or hereafter arising and wherever located: (a) Equipment; (b) Inventory; (c) fixtures located at Guarantor’s business locations; (d) other Goods, Instruments and Documents; (e) Chattel Paper; (f) General Intangibles; (g) Accounts and all other obligations now or hereafter owing to Guarantor; (h) all Deposit Accounts and certificates of deposit, Payment Intangibles, including those maintained with Lender; (i) Investment Property; (j) Letters of Credit Rights; (k) all Commercial Tort Claims and any other causes of action of Guarantor against third parties arising in connection with Guarantor’s business; (I) all Supporting Obligations; (m) all proceeds and products of the foregoing; and (n) all of Guarantor’s Books relating to the foregoing.

Notwithstanding anything herein to the contrary, in no event shall the Collateral include, and Guarantor shall not be deemed to have granted a security interest in, any license, contract, permit, government authorization, franchise or other similar item (collectively, the “Contractual Items”) to which Guarantor is a party, or any of Guarantor’s rights or interests thereunder, to the extent, but only to the extent that and only so long as (i) such a grant would under the terms of such Contractual Items and applicable law result in a breach of the terms of, or constitute a default under, such Contractual Items (other than to the extent that any such term would be rendered ineffective pursuant to the Commercial Code or any other applicable law (including the Bankruptcy Code) or principles of equity); provided that the Collateral shall include and such security interest shall attach immediately at such time as the condition causing such breach or default shall be remedied or the consent to the granting of such security interest shall have been obtained and to the extent severable, shall attach immediately to any portion of such Contractual Item that does not result in the consequences specified in clause (i) immediately above; or (ii) such a grant with respect to property, contracts or rights in any jurisdiction is prohibited under applicable law, or requires the obtaining of a government authorization that has not been obtained after Guarantor has used commercially reasonable efforts to obtain consent to permit such grant of a security interests; provided that the foregoing exclusion shall in no way be construed so as to limit, impair or otherwise affect Secured Party’s unconditional continuing security interest in and to all rights, title and interests of Guarantor in or to any payment obligations or other rights to receive monies due or to become due under any such Contractual Item or other property, contracts or rights and in any such monies and other proceeds thereof.

Unless otherwise defined herein, the terms used herein shall have the meaning provided in the Commercial Code.

EXHIBIT B

TO

SECURITY AGREEMENT

ALL ASSETS

This Exhibit B is an integral part of the Agreement between Lender and Guarantor, and the following terms are incorporated in and made a part of the Agreement to which this Exhibit B is attached:

1.	Borrower: Borrower represents that its name, address and state of incorporation or formation are as follows:
	1.1  Name: Andersen Tax Holdings LLC
	1.2  Trade Names or DBAs (if any): N/A
	1.3  Type of Entity and State of Formation or Incorporation: limited liability company, Delaware.
	1.4  Address for Notices:	c/o Andersen Tax LLC 100 First Street Suite 1600 San Francisco, CA 94105 Attn: Chief Executive Officer with a copy to: c/o Andersen Tax LLC 1177 Avenue of the Americas 18th Floor New York, NY 10036 Attn: Controller
	1.5  Tax Identification Number:
2.	Lender’s Notice Address:	FIRST REPUBLIC BANK 111 Pine Street San Francisco, CA 94111 Attn: Commercial Loan Operations Fax: (415) 296-3563
3.	Liens Existing on the Date Hereof: None except in favor of Lender.
4.	Additional Covenants: N/A

EX-10.26

Exhibit 10.26

SECURITY AGREEMENT

All Assets

This SECURITY AGREEMENT (the “Agreement”), dated as of May 12, 2017 is executed by and between MD Investment LLC (“Guarantor) and First Republic Bank (“Lender”).

Lender and Andersen Tax LLC (“Borrower”) entered into that certain Amended and Restated Loan Agreement dated February 25, 2014 pursuant to which Lender provided credit to, or for the benefit of, Borrower (the “Prior Loan Agreement”). In connection with the Prior Loan Agreement, Guarantor executed a Continuing Guaranty of Payment and Performance in favor of Lender.

Lender is now, inter alia, making a new term loan to Borrower and increasing the line of credit to Borrower, and in connection therewith Borrower and Lender are entering into a Second Amended and Restated Loan Agreement of even date with this Agreement (the “Loan Agreement”).

In connection with the Loan Agreement, Guarantor has agreed to execute a new Continuing Guaranty of Payment and Performance dated on or about the date hereof (as amended, the “Guaranty”) and to provide Lender with a security interest in all or substantially all of its assets pursuant to this Agreement to secure its obligations under the Guaranty.

THEREFORE, for valuable consideration, the receipt and adequacy of which are acknowledged, Guarantor and Lender agree as follows:

1. Definitions. For purposes of this Agreement, capitalized terms not otherwise defined in this Agreement shall have the meanings provided below or in the Commercial Code or in the Loan Agreement.

1.1 Agreement - means this Security Agreement, any concurrent or subsequent rider to this Security Agreement and any extensions, supplements, amendments or modifications to this Security Agreement and/or to any such rider.

1.2 Bankruptcy Code - means Title 11 of the United States Code entitled “Bankruptcy”, as now or hereafter in effect, or any successor thereto.

1.3 Business Day - means any day other than a day on which commercial banks are authorized or required by law to close in the State of New York.

1.4 Commercial Code - means the Uniform Commercial Code, as now enacted or hereafter amended, applicable in the State of New York.

1.5 Confidential Information - has the meaning set forth in the Loan Agreement.

1.6 ERISA - means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and the rulings issued thereunder.

1.7 Event of Default - has the meaning set forth in the Loan Agreement.

1.8 Exhibit - means any Exhibit attached hereto and incorporated herein.

1.9 GAAP - means generally accepted accounting principles in the United States of America, as in effect from time to time.

1.10 Governmental Authorities - means: (i) the United States; (ii) the state, county, city or other political subdivision in which any of the Collateral is located; (iii) all other governmental or quasi-governmental authorities, boards, bureaus, agencies, commissions, departments, administrative tribunals, instrumentalities and authorities; and (iv) all judicial authorities and public utilities having or exercising jurisdiction over Borrower, the Guarantor or the Collateral. The term “Governmental Authority” means any one of the Governmental Authorities.

1.11 Governmental Permits - means all permits, approvals, licenses and authorizations now or hereafter issued by any Governmental Authorities for or in connection with the conduct of Guarantor’s business or the ownership or use by Guarantor of the Collateral, its other assets or its properties.

Loan Nos.:    and

Obligor No.:

1.12 Governmental Requirements - means all existing and future laws, ordinances, rules, regulations, orders or requirements of all Governmental Authorities applicable to Borrower, Guarantor, the Collateral or any of Borrower’s or Guarantor’s other assets or properties.

1.13 Guarantor - means, collectively, the Person or Persons, if any, now or hereafter guaranteeing payment of the credit or payment or performance of the Secured Obligations (or pledging collateral therefor), including Guarantor.

1.14 Guaranty - means every guaranty agreement of any kind (including the Guaranty and any third-party pledge agreements) now or hereafter executed by Guarantor, and all extensions, renewals, modifications and replacement thereof.

1.15 Guarantor’s Books - means all of Guarantor’s books and records including, but not limited to: minute books; ledgers, and records indicating, summarizing or evidencing Guarantor’s assets, liabilities, the Collateral, the Secured Obligations, the Limited Client Information and all information relating thereto; records indicating, summarizing or evidencing Guarantor’s business operations or financial condition; and all computer programs, disc or tape files, printouts, runs, and other computer prepared information and the equipment containing such information; provided, that all of the foregoing shall constitute Confidential Information (as defined in the Loan Agreement).

1.16 Indebtedness - has the meaning set forth in the Loan Agreement.

1.17 Insolvency Proceeding - means any proceeding commenced by or against any Person, including Guarantor, under any provision of the Bankruptcy Code, as amended, or under any other bankruptcy or insolvency law, including, but not limited to, assignments for the benefit of creditors, formal or informal moratoriums, compositions or extensions with some or all creditors.

1.18 Judicial Officer or Assignee - means any trustee, receiver, controller, custodian, assignee for the benefit of creditors or any other Person having powers or duties like or similar to the powers and duties of a trustee, receiver, controller, or assignee for the benefit of creditors.

1.19 Lender Expenses - means all costs and expenses incurred by Lender in connection with: (i) the Guaranty, this Agreement or other Loan Documents; (ii) the transactions contemplated hereby or thereby; (iii) the enforcement of any rights hereunder or thereunder; (iv) the recordation or filing of any documents; (v) Lender’s Attorneys’ Fees; (vi) the creation, perfection or enforcement of the lien on any item of Collateral; and (vii) any expenses incurred in any proceedings in the Bankruptcy Courts in connection with any of the foregoing.

1.20 Loan Documents - means this Agreement, the Guaranty, the Loan Agreement and all other documents now or hereafter executed by Borrower, Guarantors or any other Person and delivered to Lender at Lender’s request in connection with the credit extended to Borrower by the Lender and all extensions, renewals, modifications or replacements thereof and any Note executed in connection therewith.

1.21 Managing Directors - has the meaning set forth in the Loan Agreement and also includes any current or future Managing Director of Borrower or member of any Guarantor.

1.22 Permitted Liens - means any and all of the following: (i) liens created hereunder; (ii) liens existing on the date hereof which are set forth on Exhibit B hereto; (iii) liens for taxes, fees, assessments or other governmental charges or levies, or other non-consensual statutory liens, either not delinquent or being contested in good faith by appropriate proceedings; (iv) any attachment or judgment lien which would not constitute an Event of Default if filed or recorded against Borrower; (v) liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of offset and similar remedies in favor of financial institutions; (vi) liens arising from UCC financing statements relating solely to any true lease but only if the related financing statement constitutes a notice filing and not a filing intended to perfect a security interest in Guarantor’s assets; (vii) easements, rights of way, restrictions, encroachments and other similar charges or encumbrances, and minor title deficiencies, in each case not securing any Indebtedness and not materially interfering with the conduct of Guarantor’s business; (viii) liens of carriers, warehousemen, materialmen and mechanics and other similar liens arising in the ordinary course of business which are not delinquent or which are being contested in good faith by appropriate proceedings; (ix) liens arising by law in favor of landlords under leases and subleases, (x) liens (other than liens under ERISA) incurred in the ordinary course of business in connection with workers’ compensation claims, unemployment insurance and social security benefits and liens securing the performance of bids, tenders, leases and contracts in the ordinary course of business, statutory obligations, surety bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of

business and consistent with past practice (exclusive of obligations in respect of the payment of borrowed money), provided that the aggregate amount of all cash and the fair market value of all other property subject to all liens permitted by this clause (xi) shall not at any time exceed $200,000; and (xii) any other liens and encumbrances agreed to in writing by Lender.

1.23 Person - means any natural person or any entity, including any corporation, partnership, joint venture, trust, limited liability company, unincorporated organization or trustee, or Governmental Authority.

1.24 Secured Obligations - means all debts, obligations and liabilities of Guarantor to Lender under or in connection with the Guaranty, regardless whether such Secured Obligations are currently existing, or hereafter created or arising, whether liquidated or unliquidated, including Attorneys’ Fees. Notwithstanding anything to the contrary contained in the Loan Documents, the term “Secured Obligations” shall not include any debts that are or may hereafter constitute “consumer credit” which is subject to the disclosure requirements of the federal Truth-In Lending Act (15 U.S.C. Section 1601, et seq.) or any similar state law in effect from time to time, unless Lender and Guarantor shall otherwise agree in a separate written agreement.

1.25 Other Defined Terms. Each of the following terms has the meaning set forth in the section set forth opposite such term:

Defined Term	Section
Agreement	Preamble
Attorneys’ Fees	11.5
Borrower	Preamble
Collateral	Exhibit A
Contractual Items	Exhibit A
Lender	Preamble
Limited Client Information	5.14
Loan Agreement	Recitals
Services	5.1(b)

2. Security Interest. Guarantor hereby grants to Lender a continuing valid, first priority security interest in all present and future Collateral, defined in Exhibit A, now owned or hereafter acquired to secure payment and performance of the Secured Obligations.

3. Security Documents. Lender may file all financing statements and confirmation statements and other documents as necessary to perfect and maintain perfected Lender’s security interest. Guarantor shall execute and deliver to Lender all documents which Lender may reasonably request: (i) to perfect, and maintain perfected, Lender’s security interests in the Collateral or, (ii) to maintain or recognize the priority and enforceability of the Lender’s lien on the Collateral, and (iii) to implement the terms of this Agreement. If requested by Lender, Guarantor will have such documents executed by relevant third parties and delivered to Lender.

4. Representations and Warranties. Until the Secured Obligations are satisfied in full, Guarantor makes the following representations and warranties:

4.1 Guarantor. Guarantor’s full and correct name and chief executive office, as of the date hereof, are as indicated in Exhibit B. Subsequent to the date hereof, Guarantor’s full and correct name and chief executive office shall be as set forth on Exhibit B or as changed pursuant to 30 days’ prior written notice to Lender. Guarantor: (i) is duly organized, validly existing and in good standing under the laws of the state specified in Exhibit B; (ii) is qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets or the conduct of its business requires qualification as a foreign entity and in which the failure to be so qualified would have a material adverse effect on Guarantor’s business; and (iii) conducts business under the trade name(s), if any, specified in Exhibit B, and no other trade name(s) except for tradenames to be used hereafter of which Guarantor gives Lender prior notice of its intent to use.

4.2 Title to Assets. Guarantor has and at all times will have: (i) legal and equitable title to the Collateral, free of all liens, security interests or any other interests, except Permitted Liens; and (ii) the right to grant the security interest in the Collateral.

4.3 Units. Guarantor, together with MD Management LLC, owns of record and beneficially 100% of the membership interests of Andersen Tax Holdings LLC.

4.4 No Offsets or Defenses. Each account, right to payment, instrument, document, chattel paper and other item of Collateral is (or will be when arising or issued) the valid and legally enforceable obligation, subject to no defense or set off (other than those arising in the ordinary course of business) of the obligor named therein.

4.5 Continuing and Cumulative Warranties. The warranties and representations set forth in this Section shall be true and correct in all material respects at the time of execution of this Agreement and shall constitute continuing representations and warranties as long as any of the Secured Obligations remain unpaid or unperformed. The warranties and representations shall be cumulative and in addition to any other written warranties and representations which Guarantor shall give to Lender, now or hereafter.

5. Covenants. Guarantor agrees, until the Secured Obligations are satisfied in full:

5.1 Transfer or Release of Assets. Guarantor shall not transfer or sell to any other Person any Collateral except in the ordinary course of business and except for: (i) the transfer of obsolete or non-serviceable goods; (ii) capital contributions to or the acquisition of an equity interest in any wholly-owned subsidiary provided that such subsidiary remains a wholly-owned subsidiary and the security interest of Lender in any assets so contributed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such contribution) and all actions required to maintain such perfected status have been taken; (iii) the transfer, sale or conveyance of all or any part of the business, property or assets of Guarantor or any wholly-owned subsidiary among Guarantor or its wholly-owned subsidiaries so long as the security interest of Lender in the business, properties or assets so transferred, sold or conveyed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain such perfected status have been taken; and (iv) the merger, consolidation, dissolution or liquidation of any subsidiary of Guarantor into Guarantor, as long as Guarantor is the surviving or continuing entity and any security interest granted to the Lender in the assets of such subsidiary shall remain in full force and effect and be perfected (to at least the same extent as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain such perfected status have been taken.

In addition, notwithstanding anything herein to the contrary, the following actions shall not be a breach of this Section 5.1: (i) transfers of funds in connection with intercompany loans permitted by the Loan Agreement; (ii) cash distributions paid to owners of Guarantor (subject to the financial covenants in the Loan Agreement); (iii) compensation and other benefits (other than annual cash bonuses) to Managing Directors as are customary for similarly situated advisory firms as reasonably determined in good faith by the board of directors of Guarantor; (iv) transactions with Borrower on terms no less favorable to such Person than those that could have been obtained in a comparable transaction on an arm’s length basis from an unrelated Person; provided, however, that nothing in this paragraph shall limit the ability of Borrower or Guarantor to provide tax return preparation and related services and estate planning services, in each case consistent with the types of services provided by such entity in the ordinary course of business (collectively, the “Services”) to Borrower or Guarantor, or its employees, even if such Services are at prices and/or on terms less favorable to such Person providing such Services than those that would be obtained on an arm’s-length basis from an unaffiliated third party, provided that such services are on terms consistent with the prices and terms historically charged for such Services; (v) the payment of annual cash bonuses to Managing Directors and other employees of Guarantor, Borrower or any other Guarantor in each fiscal year of Borrower, provided that the aggregate amount of such bonuses shall be no greater than 35% of the net income before taxes, depreciation and amortization of Borrower, Guarantor and any other Guarantors for such period, as determined on a consolidated basis in accordance with GAAP for the previous fiscal year; (vi) any expenditures of Guarantor which should be capitalized in accordance with GAAP, provided that, in any fiscal year, such capital expenditures shall not exceed $500,000 in the aggregate; and (vii) acquisitions by Guarantor of the assets of, or equity interest in, any Person or any division or line of business of any Person, in each case engaged in a business similar to the business of Guarantor, provided that: (A) immediately before and after giving effect to such acquisition, no Event of Default has occurred; (B) the aggregate purchase price, or portion thereof, paid by Guarantor in respect of all such acquisitions consummated in any applicable year shall not have exceeded 5% of its net sales during the prior fiscal year; (C) any Indebtedness used in connection with such acquisition is within the limits of No Additional Indebtedness in the Loan Agreement as if such were applicable to Guarantor; (D) contemporaneously with the closing of such acquisition, Lender shall be granted a security interest in all assets (including any equity interests) acquired in connection therewith and the equity interests of each entity created for the purposes of or acquired as part of such acquisition; and (E) immediately after giving effect to such acquisition, Guarantor shall have a net worth in an amount that is not less than its consolidated net worth immediately prior to such acquisition.

5.2 Lien Free. Guarantor shall keep the Collateral free of all liens and interests, except Permitted Liens.

5.3 Fixtures. Guarantor shall not permit any Collateral to be affixed to any real property without first assuring that Lender’s lien will be senior to any other interest then or thereafter held by any lienholder on, or owner of, the real property.

5.4 Maintenance of Collateral. Guarantor shall not: (i) misuse or permit misuse of any Collateral in any material manner; or (ii) use or permit use of any Collateral for any unlawful purpose, or in any negligent manner or outside the ordinary course of Guarantor’s business. Guarantor shall keep all tangible Collateral in good order and repair, normal depreciation excepted.

5.5 Records. As regards any Collateral, Guarantor shall: (i) maintain a standard and modern system of accounting in accordance with GAAP, or such other accounting principles as agreed to by Lender, consistently applied; and (ii) not modify or change its method of accounting. Guarantor’s Books shall be accurate and complete in all material respects. On Lender’s request, Guarantor shall give Lender full access to Guarantor’s Books, which Guarantor’s Books shall be deemed to be Confidential Information subject to Section 6.19 of the Loan Agreement which is incorporated herein by reference as if fully set forth herein.

5.6 Inspection. Guarantor shall permit Lender and any of Lender’s representatives, on demand, during business hours, to have access to and to inspect the Collateral (wherever located) and to examine and copy Guarantor’s Books pertaining to the Collateral. Guarantor shall deliver to Lender such reports and information concerning the Collateral as Lender may reasonably request, which reports and information shall be deemed to be Confidential Information subject to Section 6.19 of the Loan Agreement which is incorporated herein by reference as if fully set forth herein.

5.7 Delivery. On Lender’s request (before or after an Event of Default), Guarantor shall deliver to Lender any instrument, document or chattel paper constituting Collateral, duly endorsed or assigned by Guarantor.

5.8 Taxes. Guarantor shall pay all taxes relating to the Collateral when due except to the extent Guarantor is contesting the same as permitted by the Loan Agreement (as if it were applicable to Guarantor).

5.9 Insurance. Guarantor shall maintain reasonable insurance on all Collateral for all customary risks.

5.10 Compliance with Applicable Laws. Guarantor shall comply with and keep in effect all material Governmental Permits relating to it and the Collateral. Guarantor shall comply with and shall cause the Collateral to comply with: (i) all material Governmental Requirements; (ii) all requirements and orders of all judicial authorities which have jurisdiction over it or the Collateral; and (iii) all covenants, conditions, restrictions and other documents relating to Guarantor or the Collateral with respect to which the failure to comply would have a material adverse effect on Guarantor’s business or the Collateral, as applicable.

5.11 Notifications. Guarantor shall promptly notify Lender of any material decline in value of, or loss of, or damage to, any Collateral.

5.12 Expenses. Guarantor agrees to reimburse Lender for any and all Lender Expenses, and hereby authorizes and approves all advances and payments by Lender for items constituting Lender Expenses.

5.13 Existence. Guarantor: (i) will maintain its existence in good standing under the law of the state of its organization, (ii) will maintain its qualification as a foreign entity in each jurisdiction in which the nature of its business requires such qualification and where failure to so qualify would have a material adverse effect on Guarantor’s business, and (iii) except as permitted by other provisions of the Loan Documents, will not merge with any other entity without the consent of Lender.

5.14 Client Information. Notwithstanding anything to the contrary set forth above, upon Lender’s request after an Event of Default has occurred and is continuing, Guarantor shall disclose to Lender the names, contact information, payment history and accounts receivable information of its clients, along with any other information Lender deems necessary to enforce rights in or foreclose on the Collateral (“Limited Client Information”), provided that all such Limited Client Information shall constitute Confidential Information (as defined in the Loan Agreement).

5.15 Further Assurances. Upon Lender’s request, Guarantor, at Guarantor’s expense, shall: (i) execute and deliver such further documents and notices satisfactory to Lender; (ii) take any action requested by Lender to carry out the intent of this Agreement and the other Loan Documents; and (iii) provide such reports and information available to Guarantor concerning the business, financial condition and business of Guarantor.

6. Events of Default. The occurrence of any one or more Events of Default under the Loan Agreement shall also be a default under this Agreement.

7. Lender’s Rights and Remedies; Waiver.

7.1 Remedies. If an Event of Default occurs and is not cured by Borrower or waived by Lender, Lender shall have all rights and remedies of a secured party under the Commercial Code and as otherwise provided at law or in equity. Lender shall provide such notices as are required under the Commercial Code. Lender may dispose of any item of Collateral in a manner permitted by the Commercial Code. All proceeds from the Collateral shall be applied or disbursed as permitted under the Commercial Code.

7.2 Waivers. Guarantor waives all rights to require marshalling of assets or liens or all rights to require Lender to exercise any other right or power or to pursue any other remedy which Lender may have.

7.3 Judicial Action. If Lender, at its option, seeks to take possession of any or all of the Collateral by court process, Guarantor irrevocably and unconditionally agrees that a receiver may be appointed by a court for such purpose without regard to the adequacy of the security for the Secured Obligations and such receiver may, at Lender’s option, collect or dispose of all or part of the Collateral.

8. Liability for Deficiency. Guarantor shall remain liable for any deficiency remaining on the Secured Obligations after disposition of all or any of the Collateral and Lender’s application of the proceeds thereof to the Secured Obligations.

9. Actions. Guarantor authorizes Lender, without notice or demand and without affecting its liability hereunder, and without consent of Guarantor, to: (i) take and hold additional security for the payment of the Secured Obligations with the consent of the party providing such security; and (ii) accept guarantors for the payment of the Secured Obligations.

10. Power of Attorney. Guarantor irrevocably appoints Lender, with full power of substitution, as its attorney-in-fact, coupled with an interest, with full power, in Lender’s own name or in the name of Guarantor: (i) at any time to sign, record and file all documents referred to in this Agreement; and (ii) after an Event of Default: (a) to endorse any checks, notes and other instruments or documents evidencing the Collateral, or proceeds thereof; (b) to discharge claims, demands, liens, or taxes affecting any of the Collateral; (c) to settle, and give releases of, any insurance claim that relates to any of the Collateral, obtain payment of claim, and make all determinations with respect to any such policy of insurance, and endorse Guarantor’s name on any proceeds of such policies of insurance; or (d) to instruct any Person having control of any books or records relating to the Collateral to give Lender full rights of access thereto. Lender shall have the right to exercise the power of attorney granted in this Section directly or to delegate all or part of such power. Lender shall not be obligated to act on behalf of Guarantor as attorney-in-fact.

11. Miscellaneous.

11.1 Notices. Any notice, demand or request required hereunder shall be given in writing (at the addresses set forth in Exhibit B) by any of the following means: (i) personal service; (ii) telecopy; (iii) overnight courier; or (iv) registered or certified, first class U.S. mail, return receipt requested, or to such other addresses as Lender or Guarantor may designate upon ten (10) days’ prior written notice to the other party hereto pursuant to this Section 11.1.

Any notice, demand or request sent pursuant to either subsection (i) or (ii), above, shall be deemed received upon such personal service or upon dispatch by electronic means. Any notice, demand or request sent pursuant to subsection (iii), above, shall be deemed received on the Business Day immediately following deposit with the overnight courier, and, if sent pursuant to subsection (iv), above, shall be deemed received forty-eight (48) hours following deposit into the U.S. mail.

11.2 Choice of Law. This Agreement shall be determined under, governed by and construed in accordance with New York law. The parties agree that all actions or proceedings arising in connection with this Agreement shall be litigated only in the state courts located in the City of New York, State of New York, or the federal courts located in the Southern District of New York. Guarantor waives any right Guarantor may have to assert the doctrine of forum non conveniens or to object to such venue and hereby consents to any court-ordered relief.

11.3 Successors and Assigns; Assignment. This Agreement shall be binding and deemed effective when executed by Guarantor and accepted and executed by Lender. This Agreement shall be binding on Lender’s and Guarantor’s successors and assigns. Guarantor agrees that it may not assign this Agreement without Lender’s prior written consent. Lender may assign, in whole or in part, all of its right, title and interest in and to this Agreement at any time without the consent of Guarantor. In connection with any assignment, Lender may disclose all documents and information that Lender has or may hereafter have relating to Guarantor, provided that any such assignee shall have agreed in writing to be bound by provisions substantially similar to those set forth in Section 6.19 of the Loan Agreement. No consent to an assignment by Lender shall release Guarantor from its obligations to Lender.

11.4 Severability; Waivers. Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any provision. No waiver by Lender of any of its rights or remedies in connection with this Agreement shall be effective unless such waiver is in writing and signed by Lender. No act or omission by Lender to exercise a right as to any event shall be construed as continuing, or as a waiver or release of, any subsequent right, remedy or recourse as to a subsequent event.

11.5 Attorneys’ Fees. On demand, Guarantor shall reimburse Lender for all costs and expenses including, without limitation, reasonable attorneys’ fees, costs and disbursements (and fees and disbursements of Lender’s in-house counsel) (collectively “Attorneys’ Fees”) actually expended or incurred by Lender in any way in connection with the amendment and/or enforcement of this Agreement and Lender’s rights hereunder and the Collateral whether or not suit is brought. Attorneys’ Fees shall include, without limitation, reasonable attorneys’ fees and costs incurred in any State, Federal or Bankruptcy Court, and in any Insolvency Proceeding of any kind in any way related to this Agreement, the Note, or any item of Collateral and/or Lender’s lien thereon.

11.6 Headings. Article and section headings are for reference only and shall not affect the interpretation or meaning of any provisions of this Agreement.

11.7 Integration; Amendment. No modification or amendment to this Agreement, or novation of the obligations under this Agreement, shall be effective unless in writing, executed by Lender and the other relevant parties. Except for currently existing obligations of Guarantor to Lender, all prior agreements, understandings, representations, warranties, and negotiations between the parties, whether oral or written, if any, which relate to the substance of this Agreement, are merged into this Agreement. Guarantor hereby waives the right to assert any agreement, promise, fact or any parol (oral) evidence which is contrary to the terms or representations specified in this Agreement.

11.8 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which when so executed shall be deemed an original, but all such counterparts shall constitute but one and the same agreement. A signed copy of this Agreement transmitted by a party to another party via facsimile or an emailed “pdf” version shall be binding on the signatory thereto.

11.9 WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY LAW, LENDER AND GUARANTOR HEREBY VOLUNTARILY, UNCONDITIONALLY AND IRREVOCABLY WAIVE TRIAL BY JURY IN ANY LITIGATION OR PROCEEDING IN A STATE OR FEDERAL COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT, THE GUARANTY OR THE OTHER LOAN DOCUMENTS, OR THE SECURED OBLIGATIONS, OR ANY INSTRUMENT OR DOCUMENT DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING WITHOUT LIMITATION, CLAIMS RELATING TO THE APPLICATION, OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF, OR ANY OTHER CLAIM OR DISPUTE HOWSOEVER ARISING (INCLUDING TORT AND CLAIMS FOR BREACH OF DUTY), BETWEEN LENDER AND BORROWER.

IN WITNESS WHEREOF, this Security Agreement has been duly executed by each of the parties as of the date stated at the top of the first page.

BORROWER:
MD Investment LLC
By:	/s/ Mark L. Vorsatz
Name:	Mark L. Vorsatz
Title:	Chief Executive Officer

Accepted:
LENDER:
FIRST REPUBLIC BANK
By:	/s/ Alen Le Vine
Name:	ALAN LE VINE
Title:	VICE PRESIDENT

EXHIBIT A

TO

SECURITY AGREEMENT

ALL ASSETS

DESCRIPTION OF COLLATERAL

The Collateral (“Collateral”) consists of all of the right, title and interest of Guarantor in and to the following assets whether currently existing or hereafter arising and wherever located: (a) Equipment; (b) Inventory; (c) fixtures located at Guarantor’s business locations; (d) other Goods, Instruments and Documents; (e) Chattel Paper; (f) General Intangibles; (g) Accounts and all other obligations now or hereafter owing to Guarantor; (h) all Deposit Accounts and certificates of deposit, Payment Intangibles, including those maintained with Lender; (i) Investment Property; (j) Letters of Credit Rights; (k) all Commercial Tort Claims and any other causes of action of Guarantor against third parties arising in connection with Guarantor’s business; (I) all Supporting Obligations; (m) all proceeds and products of the foregoing; and (n) all of Guarantor’s Books relating to the foregoing.

Notwithstanding anything herein to the contrary, in no event shall the Collateral include, and Guarantor shall not be deemed to have granted a security interest in, any license, contract, permit, government authorization, franchise or other similar item (collectively, the “Contractual Items”) to which Guarantor is a party, or any of Guarantor’s rights or interests thereunder, to the extent, but only to the extent that and only so long as (i) such a grant would under the terms of such Contractual Items and applicable law result in a breach of the terms of, or constitute a default under, such Contractual Items (other than to the extent that any such term would be rendered ineffective pursuant to the Commercial Code or any other applicable law (including the Bankruptcy Code) or principles of equity); provided that the Collateral shall include and such security interest shall attach immediately at such time as the condition causing such breach or default shall be remedied or the consent to the granting of such security interest shall have been obtained and to the extent severable, shall attach immediately to any portion of such Contractual Item that does not result in the consequences specified in clause (i) immediately above; or (ii) such a grant with respect to property, contracts or rights in any jurisdiction is prohibited under applicable law, or requires the obtaining of a government authorization that has not been obtained after Guarantor has used commercially reasonable efforts to obtain consent to permit such grant of a security interests; provided that the foregoing exclusion shall in no way be construed so as to limit, impair or otherwise affect Secured Party’s unconditional continuing security interest in and to all rights, title and interests of Guarantor in or to any payment obligations or other rights to receive monies due or to become due under any such Contractual Item or other property, contracts or rights and in any such monies and other proceeds thereof.

Unless otherwise defined herein, the terms used herein shall have the meaning provided in the Commercial Code.

EXHIBIT B

TO

SECURITY AGREEMENT

ALL ASSETS

This Exhibit B is an integral part of the Agreement between Lender and Guarantor, and the following terms are incorporated in and made a part of the Agreement to which this Exhibit B is attached:

1. Borrower: Borrower represents that its name, address and state of incorporation or formation are as follows: 1.1 Name: MD Investment LLC 1.2 Trade Names or DBAs (if any): N/A 1.3 Type of Entity and State of Formation or Incorporation: limited liability company, Delaware.
1.4 Address for Notices:	c/o Andersen Tax LLC 100 First Street Suite 1600 San Francisco, CA 94105 Attn: Chief Executive Officer with a copy to: c/o Andersen Tax LLC 1177 Avenue of the Americas 18th Floor New York, NY 10036 Attn: Controller
1.5 Tax Identification Number:
2. Lender’s Notice Address:	FIRST REPUBLIC BANK 111 Pine Street San Francisco, CA 94111 Attn: Commercial Loan Operations Fax: (415) 296-3563
3. Liens Existing on the Date Hereof: None except in favor of Lender.
4. Additional Covenants: N/A

EX-10.27

Exhibit 10.27

SECURITY AGREEMENT

All Assets

This SECURITY AGREEMENT (the “Agreement”), dated as of May 12, 2017 is executed by and between MD Management LLC (“Guarantor”) and First Republic Bank (“Lender”).

Lender and Andersen Tax LLC (“Borrower”) entered into that certain Loan Agreement dated February 25, 2014 pursuant to which Lender provided credit to, or for the benefit of, Borrower (the “Prior Loan Agreement”). In connection with the Prior Loan Agreement, Guarantor executed a Continuing Guaranty of Payment and Performance in favor of Lender.

Lender is now, inter alia, making a new term loan to Borrower and increasing the line of credit to Borrower, and in connection therewith Borrower and Lender are entering into a Second Amended and Restated Loan Agreement of even date with this Agreement (the “Loan Agreement”).

In connection with the Loan Agreement, Guarantor has agreed to execute a new Continuing Guaranty of Payment and Performance dated on or about the date hereof (as amended, the “Guaranty”) and to provide Lender with a security interest in all or substantially all of its assets pursuant to this Agreement to secure its obligations under the Guaranty.

THEREFORE, for valuable consideration, the receipt and adequacy of which are acknowledged, Guarantor and Lender agree as follows:

1. Definitions. For purposes of this Agreement, capitalized terms not otherwise defined in this Agreement shall have the meanings provided below or in the Commercial Code or in the Loan Agreement.

1.1 Agreement - means this Security Agreement, any concurrent or subsequent rider to this Security Agreement and any extensions, supplements, amendments or modifications to this Security Agreement and/or to any such rider.

1.2 Bankruptcy Code - means Title 11 of the United States Code entitled “Bankruptcy”, as now or hereafter in effect, or any successor thereto.

1.3 Business Day - means any day other than a day on which commercial banks are authorized or required by law to close in the State of New York.

1.4 Commercial Code - means the Uniform Commercial Code, as now enacted or hereafter amended, applicable in the State of New York.

1.5 Confidential Information - has the meaning set forth in the Loan Agreement.

1.6 ERISA - means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and the rulings issued thereunder.

1.7 Event of Default - has the meaning set forth in the Loan Agreement.

1.8 Exhibit - means any Exhibit attached hereto and incorporated herein.

1.9 GAAP - means generally accepted accounting principles in the United States of America, as in effect from time to time.

1.10 Governmental Authorities - means: (i) the United States; (ii) the state, county, city or other political subdivision in which any of the Collateral is located; (iii) all other governmental or quasi-governmental authorities, boards, bureaus, agencies, commissions, departments, administrative tribunals, instrumentalities and authorities; and (iv) all judicial authorities and public utilities having or exercising jurisdiction over Borrower, the Guarantor or the Collateral. The term “Governmental Authority” means any one of the Governmental Authorities.

1.11 Governmental Permits - means all permits, approvals, licenses and authorizations now or hereafter issued by any Governmental Authorities for or in connection with the conduct of Guarantor’s business or the ownership or use by Guarantor of the Collateral, its other assets or its properties.

Loan Nos.:      and

Obligor No.:

1.12 Governmental Requirements - means all existing and future laws, ordinances, rules, regulations, orders or requirements of all Governmental Authorities applicable to Borrower, Guarantor, the Collateral or any of Borrower’s or Guarantor’s other assets or properties.

1.13 Guarantor - means, collectively, the Person or Persons, if any, now or hereafter guaranteeing payment of the credit or payment or performance of the Secured Obligations (or pledging collateral therefor), including Guarantor.

1.14 Guaranty - means every guaranty agreement of any kind (including the Guaranty and any third-party pledge agreements) now or hereafter executed by Guarantor, and all extensions, renewals, modifications and replacement thereof.

1.15 Guarantor’s Books - means all of Guarantor’s books and records including, but not limited to: minute books; ledgers, and records indicating, summarizing or evidencing Guarantor’s assets, liabilities, the Collateral, the Secured Obligations, the Limited Client Information and all information relating thereto; records indicating, summarizing or evidencing Guarantor’s business operations or financial condition; and all computer programs, disc or tape files, printouts, runs, and other computer prepared information and the equipment containing such information; provided, that all of the foregoing shall constitute Confidential Information (as defined in the Loan Agreement).

1.16 Indebtedness - has the meaning set forth in the Loan Agreement.

1.17 Insolvency Proceeding - means any proceeding commenced by or against any Person, including Guarantor, under any provision of the Bankruptcy Code, as amended, or under any other bankruptcy or insolvency law, including, but not limited to, assignments for the benefit of creditors, formal or informal moratoriums, compositions or extensions with some or all creditors.

1.18 Judicial Officer or Assignee - means any trustee, receiver, controller, custodian, assignee for the benefit of creditors or any other Person having powers or duties like or similar to the powers and duties of a trustee, receiver, controller, or assignee for the benefit of creditors.

1.19 Lender Expenses - means all costs and expenses incurred by Lender in connection with: (i) the Guaranty, this Agreement or other Loan Documents; (ii) the transactions contemplated hereby or thereby; (iii) the enforcement of any rights hereunder or thereunder; (iv) the recordation or filing of any documents; (v) Lender’s Attorneys’ Fees; (vi) the creation, perfection or enforcement of the lien on any item of Collateral; and (vii) any expenses incurred in any proceedings in the Bankruptcy Courts in connection with any of the foregoing.

1.20 Loan Documents - means this Agreement, the Guaranty, the Loan Agreement and all other documents now or hereafter executed by Borrower, Guarantors or any other Person and delivered to Lender at Lender’s request in connection with the credit extended to Borrower by the Lender and all extensions, renewals, modifications or replacements thereof and any Note executed in connection therewith.

1.21 Managing Directors - has the meaning set forth in the Loan Agreement and also includes any current or future Managing Director of Borrower or any member of any Guarantor.

1.22 Permitted Liens - means any and all of the following: (i) liens created hereunder; (ii) liens existing on the date hereof which are set forth on Exhibit B hereto; (iii) liens for taxes, fees, assessments or other governmental charges or levies, or other non-consensual statutory liens, either not delinquent or being contested in good faith by appropriate proceedings; (iv) any attachment or judgment lien which would not constitute an Event of Default if filed or recorded against Borrower; (v) liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of offset and similar remedies in favor of financial institutions; (vi) liens arising from UCC financing statements relating solely to any true lease but only if the related financing statement constitutes a notice filing and not a filing intended to perfect a security interest in Guarantor’s assets; (vii) easements, rights of way, restrictions, encroachments and other similar charges or encumbrances, and minor title deficiencies, in each case not securing any Indebtedness and not materially interfering with the conduct of Guarantor’s business; (viii) liens of carriers, warehousemen, materialmen and mechanics and other similar liens arising in the ordinary course of business which are not delinquent or which are being contested in good faith by appropriate proceedings; (ix) liens arising by law in favor of landlords under leases and subleases, (x) liens (other than liens under ERISA) incurred in the ordinary course of business in connection with workers’ compensation claims, unemployment insurance and social security benefits and liens securing the performance of bids, tenders, leases and contracts in the ordinary course of business, statutory obligations, surety bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of

business and consistent with past practice (exclusive of obligations in respect of the payment of borrowed money), provided that the aggregate amount of all cash and the fair market value of all other property subject to all liens permitted by this clause (xi) shall not at any time exceed $200,000; and (xii) any other liens and encumbrances agreed to in writing by Lender.

1.23 Person - means any natural person or any entity, including any corporation, partnership, joint venture, trust, limited liability company, unincorporated organization or trustee, or Governmental Authority.

1.24 Secured Obligations - means all debts, obligations and liabilities of Guarantor to Lender under or in connection with the Guaranty, regardless whether such Secured Obligations are currently existing, or hereafter created or arising, whether liquidated or unliquidated, including Attorneys’ Fees. Notwithstanding anything to the contrary contained in the Loan Documents, the term “Secured Obligations” shall not include any debts that are or may hereafter constitute “consumer credit” which is subject to the disclosure requirements of the federal Truth-In Lending Act (15 U.S.C. Section 1601, et seq.) or any similar state law in effect from time to time, unless Lender and Guarantor shall otherwise agree in a separate written agreement.

1.25 Other Defined Terms. Each of the following terms has the meaning set forth in the section set forth opposite such term:

Defined Term	Section
Agreement	Preamble
Attorneys’ Fees	11.5
Borrower	Preamble
Collateral	Exhibit A
Contractual Items	Exhibit A
Lender	Preamble
Limited Client Information	5.14
Loan Agreement	Recitals
Services	5.1(b)

2. Security Interest. Guarantor hereby grants to Lender a continuing valid, first priority security interest in all present and future Collateral, defined in Exhibit A, now owned or hereafter acquired to secure payment and performance of the Secured Obligations.

3. Security Documents. Lender may file all financing statements and confirmation statements and other documents as necessary to perfect and maintain perfected Lender’s security interest. Guarantor shall execute and deliver to Lender all documents which Lender may reasonably request: (i) to perfect, and maintain perfected, Lender’s security interests in the Collateral or, (ii) to maintain or recognize the priority and enforceability of the Lender’s lien on the Collateral, and (iii) to implement the terms of this Agreement. If requested by Lender, Guarantor will have such documents executed by relevant third parties and delivered to Lender.

4. Representations and Warranties. Until the Secured Obligations are satisfied in full, Guarantor makes the following representations and warranties:

4.1 Guarantor. Guarantor’s full and correct name and chief executive office, as of the date hereof, are as indicated in Exhibit B. Subsequent to the date hereof, Guarantor’s full and correct name and chief executive office shall be as set forth on Exhibit B or as changed pursuant to 30 days’ prior written notice to Lender. Guarantor: (i) is duly organized, validly existing and in good standing under the laws of the state specified in Exhibit B; (ii) is qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets or the conduct of its business requires qualification as a foreign entity and in which the failure to be so qualified would have a material adverse effect on Guarantor’s business; and (iii) conducts business under the trade name(s), if any, specified in Exhibit B, and no other trade name(s) except for tradenames to be used hereafter of which Guarantor gives Lender prior notice of its intent to use.

4.2 Title to Assets. Guarantor has and at all times will have: (i) legal and equitable title to the Collateral, free of all liens, security interests or any other interests, except Permitted Liens; and (ii) the right to grant the security interest in the Collateral.

4.3 Units. Guarantor, together with MD Investment LLC, owns of record and beneficially 100% of the membership interests of Andersen Tax Holdings LLC.

4.4 No Offsets or Defenses. Each account, right to payment, instrument, document, chattel paper and other item of Collateral is (or will be when arising or issued) the valid and legally enforceable obligation, subject to no defense or set off (other than those arising in the ordinary course of business) of the obligor named therein.

4.5 Continuing and Cumulative Warranties. The warranties and representations set forth in this Section shall be true and correct in all material respects at the time of execution of this Agreement and shall constitute continuing representations and warranties as long as any of the Secured Obligations remain unpaid or unperformed. The warranties and representations shall be cumulative and in addition to any other written warranties and representations which Guarantor shall give to Lender, now or hereafter.

5. Covenants. Guarantor agrees, until the Secured Obligations are satisfied in full:

5.1 Transfer or Release of Assets. Guarantor shall not transfer or sell to any other Person any Collateral except in the ordinary course of business and except for: (i) the transfer of obsolete or non-serviceable goods; (ii) capital contributions to or the acquisition of an equity interest in any wholly-owned subsidiary provided that such subsidiary remains a wholly-owned subsidiary and the security interest of Lender in any assets so contributed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such contribution) and all actions required to maintain such perfected status have been taken; (iii) the transfer, sale or conveyance of all or any part of the business, property or assets of Guarantor or any wholly-owned subsidiary among Guarantor or its wholly-owned subsidiaries so long as the security interest of Lender in the business, properties or assets so transferred, sold or conveyed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain such perfected status have been taken; and (iv) the merger, consolidation, dissolution or liquidation of any subsidiary of Guarantor into Guarantor, as long as Guarantor is the surviving or continuing entity and any security interest granted to the Lender in the assets of such subsidiary shall remain in full force and effect and be perfected (to at least the same extent as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain such perfected status have been taken.

In addition, notwithstanding anything herein to the contrary, the following actions shall not be a breach of this Section 5.1: (i) transfers of funds in connection with intercompany loans permitted by the Loan Agreement; (ii) cash distributions paid to owners of Guarantor (subject to the financial covenants in the Loan Agreement); (iii) compensation and other benefits (other than annual cash bonuses) to Managing Directors as are customary for similarly situated advisory firms as reasonably determined in good faith by the board of directors of Guarantor; (iv) transactions with Borrower on terms no less favorable to such Person than those that could have been obtained in a comparable transaction on an arm’s length basis from an unrelated Person; provided, however, that nothing in this paragraph shall limit the ability of Borrower or Guarantor to provide tax return preparation and related services and estate planning services, in each case consistent with the types of services provided by such entity in the ordinary course of business (collectively, the “Services”) to Borrower or Guarantor, or its employees, even if such Services are at prices and/or on terms less favorable to such Person providing such Services than those that would be obtained on an arm’s-length basis from an unaffiliated third party, provided that such services are on terms consistent with the prices and terms historically charged for such Services; (v) the payment of annual cash bonuses to Managing Directors and other employees of Guarantor, Borrower or any other Guarantor in each fiscal year of Borrower, provided that the aggregate amount of such bonuses shall be no greater than 35% of the net income before taxes, depreciation and amortization of Borrower, Guarantor and any other Guarantors for such period, as determined on a consolidated basis in accordance with GAAP for the previous fiscal year; (vi) any expenditures of Guarantor which should be capitalized in accordance with GAAP, provided that, in any fiscal year, such capital expenditures shall not exceed $500,000 in the aggregate; and (vii) acquisitions by Guarantor of the assets of, or equity interest in, any Person or any division or line of business of any Person, in each case engaged in a business similar to the business of Guarantor, provided that: (A) immediately before and after giving effect to such acquisition, no Event of Default has occurred; (B) the aggregate purchase price, or portion thereof, paid by Guarantor in respect of all such acquisitions consummated in any applicable year shall not have exceeded 5% of its net sales during the prior fiscal year; (C) any Indebtedness used in connection with such acquisition is within the limits of No Additional Indebtedness in the Loan Agreement as if such were applicable to Guarantor; (D) contemporaneously with the closing of such acquisition, Lender shall be granted a security interest in all assets (including any equity interests) acquired in connection therewith and the equity interests of each entity created for the purposes of or acquired as part of such acquisition; and (E) immediately after giving effect to such acquisition, Guarantor shall have a net worth in an amount that is not less than its consolidated net worth immediately prior to such acquisition.

5.2 Lien Free. Guarantor shall keep the Collateral free of all liens and interests, except Permitted Liens.

5.3 Fixtures. Guarantor shall not permit any Collateral to be affixed to any real property without first assuring that Lender’s lien will be senior to any other interest then or thereafter held by any lienholder on, or owner of, the real property.

5.4 Maintenance of Collateral. Guarantor shall not: (i) misuse or permit misuse of any Collateral in any material manner; or (ii) use or permit use of any Collateral for any unlawful purpose, or in any negligent manner or outside the ordinary course of Guarantor’s business. Guarantor shall keep all tangible Collateral in good order and repair, normal depreciation excepted.

5.5 Records. As regards any Collateral, Guarantor shall: (i) maintain a standard and modern system of accounting in accordance with GAAP, or such other accounting principles as agreed to by Lender, consistently applied; and (ii) not modify or change its method of accounting. Guarantor’s Books shall be accurate and complete in all material respects. On Lender’s request, Guarantor shall give Lender full access to Guarantor’s Books, which Guarantor’s Books shall be deemed to be Confidential Information subject to Section 6.19 of the Loan Agreement which is incorporated herein by reference as if fully set forth herein.

5.6 Inspection. Guarantor shall permit Lender and any of Lender’s representatives, on demand, during business hours, to have access to and to inspect the Collateral (wherever located) and to examine and copy Guarantor’s Books pertaining to the Collateral. Guarantor shall deliver to Lender such reports and information concerning the Collateral as Lender may reasonably request, which reports and information shall be deemed to be Confidential Information subject to Section 6.19 of the Loan Agreement which is incorporated herein by reference as if fully set forth herein.

5.7 Delivery. On Lender’s request (before or after an Event of Default), Guarantor shall deliver to Lender any instrument, document or chattel paper constituting Collateral, duly endorsed or assigned by Guarantor.

5.8 Taxes. Guarantor shall pay all taxes relating to the Collateral when due except to the extent Guarantor is contesting the same as permitted by the Loan Agreement (as if it were applicable to Guarantor).

5.9 Insurance. Guarantor shall maintain reasonable insurance on all Collateral for all customary risks.

5.10 Compliance with Applicable Laws. Guarantor shall comply with and keep in effect all material Governmental Permits relating to it and the Collateral. Guarantor shall comply with and shall cause the Collateral to comply with: (i) all material Governmental Requirements; (ii) all requirements and orders of all judicial authorities which have jurisdiction over it or the Collateral; and (iii) all covenants, conditions, restrictions and other documents relating to Guarantor or the Collateral with respect to which the failure to comply would have a material adverse effect on Guarantor’s business or the Collateral, as applicable.

5.11 Notifications. Guarantor shall promptly notify Lender of any material decline in value of, or loss of, or damage to, any Collateral.

5.12 Expenses. Guarantor agrees to reimburse Lender for any and all Lender Expenses, and hereby authorizes and approves all advances and payments by Lender for items constituting Lender Expenses.

5.13 Existence. Guarantor: (i) will maintain its existence in good standing under the law of the state of its organization, (ii) will maintain its qualification as a foreign entity in each jurisdiction in which the nature of its business requires such qualification and where failure to so qualify would have a material adverse effect on Guarantor’s business, and (iii) except as permitted by other provisions of the Loan Documents, will not merge with any other entity without the consent of Lender.

5.14 Client Information. Notwithstanding anything to the contrary set forth above, upon Lender’s request after an Event of Default has occurred and is continuing, Guarantor shall disclose to Lender the names, contact information, payment history and accounts receivable information of its clients, along with any other information Lender deems necessary to enforce rights in or foreclose on the Collateral (“Limited Client Information”), provided that all such Limited Client Information shall constitute Confidential Information (as defined in the Loan Agreement).

5.15 Further Assurances. Upon Lender’s request, Guarantor, at Guarantor’s expense, shall: (i) execute and deliver such further documents and notices satisfactory to Lender; (ii) take any action requested by Lender to carry out the intent of this Agreement and the other Loan Documents; and (iii) provide such reports and information available to Guarantor concerning the business, financial condition and business of Guarantor.

6. Events of Default. The occurrence of any one or more Events of Default under the Loan Agreement shall also be a default under this Agreement.

7. Lender’s Rights and Remedies; Waiver.

7.1 Remedies. If an Event of Default occurs and is not cured by Borrower or waived by Lender, Lender shall have all rights and remedies of a secured party under the Commercial Code and as otherwise provided at law or in equity. Lender shall provide such notices as are required under the Commercial Code. Lender may dispose of any item of Collateral in a manner permitted by the Commercial Code. All proceeds from the Collateral shall be applied or disbursed as permitted under the Commercial Code.

7.2 Waivers. Guarantor waives all rights to require marshalling of assets or liens or all rights to require Lender to exercise any other right or power or to pursue any other remedy which Lender may have.

7.3 Judicial Action. If Lender, at its option, seeks to take possession of any or all of the Collateral by court process, Guarantor irrevocably and unconditionally agrees that a receiver may be appointed by a court for such purpose without regard to the adequacy of the security for the Secured Obligations and such receiver may, at Lender’s option, collect or dispose of all or part of the Collateral.

8. Liability for Deficiency. Guarantor shall remain liable for any deficiency remaining on the Secured Obligations after disposition of all or any of the Collateral and Lender’s application of the proceeds thereof to the Secured Obligations.

9. Actions. Guarantor authorizes Lender, without notice or demand and without affecting its liability hereunder, and without consent of Guarantor, to: (i) take and hold additional security for the payment of the Secured Obligations with the consent of the party providing such security; and (ii) accept guarantors for the payment of the Secured Obligations.

10. Power of Attorney. Guarantor irrevocably appoints Lender, with full power of substitution, as its attorney-in-fact, coupled with an interest, with full power, in Lender’s own name or in the name of Guarantor: (i) at any time to sign, record and file all documents referred to in this Agreement; and (ii) after an Event of Default: (a) to endorse any checks, notes and other instruments or documents evidencing the Collateral, or proceeds thereof; (b) to discharge claims, demands, liens, or taxes affecting any of the Collateral; (c) to settle, and give releases of, any insurance claim that relates to any of the Collateral, obtain payment of claim, and make all determinations with respect to any such policy of insurance, and endorse Guarantor’s name on any proceeds of such policies of insurance; or (d) to instruct any Person having control of any books or records relating to the Collateral to give Lender full rights of access thereto. Lender shall have the right to exercise the power of attorney granted in this Section directly or to delegate all or part of such power. Lender shall not be obligated to act on behalf of Guarantor as attorney-in-fact.

11. Miscellaneous.

11.1 Notices. Any notice, demand or request required hereunder shall be given in writing (at the addresses set forth in Exhibit B) by any of the following means: (i) personal service; (ii) telecopy; (iii) overnight courier; or (iv) registered or certified, first class U.S. mail, return receipt requested, or to such other addresses as Lender or Guarantor may designate upon ten (10) days’ prior written notice to the other party hereto pursuant to this Section 11.1.

Any notice, demand or request sent pursuant to either subsection (i) or (ii), above, shall be deemed received upon such personal service or upon dispatch by electronic means. Any notice, demand or request sent pursuant to subsection (iii), above, shall be deemed received on the Business Day immediately following deposit with the overnight courier, and, if sent pursuant to subsection (iv), above, shall be deemed received forty-eight (48) hours following deposit into the U.S. mail.

11.2 Choice of Law. This Agreement shall be determined under, governed by and construed in accordance with New York law. The parties agree that all actions or proceedings arising in connection with this Agreement shall be litigated only in the state courts located in the City of New York, State of New York, or the federal courts located in the Southern District of New York. Guarantor waives any right Guarantor may have to assert the doctrine of forum non conveniens or to object to such venue and hereby consents to any court-ordered relief.

11.3 Successors and Assigns; Assignment. This Agreement shall be binding and deemed effective when executed by Guarantor and accepted and executed by Lender. This Agreement shall be binding on Lender’s and Guarantor’s successors and assigns. Guarantor agrees that it may not assign this Agreement without Lender’s prior written consent. Lender may assign, in whole or in part, all of its right, title and interest in and to this Agreement at any time without the consent of Guarantor. In connection with any assignment, Lender may disclose all documents and information that Lender has or may hereafter have relating to Guarantor, provided that any such assignee shall have agreed in writing to be bound by provisions substantially similar to those set forth in Section 6.19 of the Loan Agreement. No consent to an assignment by Lender shall release Guarantor from its obligations to Lender.

11.4 Severability; Waivers. Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any provision. No waiver by Lender of any of its rights or remedies in connection with this Agreement shall be effective unless such waiver is in writing and signed by Lender. No act or omission by Lender to exercise a right as to any event shall be construed as continuing, or as a waiver or release of, any subsequent right, remedy or recourse as to a subsequent event.

11.5 Attorneys’ Fees. On demand, Guarantor shall reimburse Lender for all costs and expenses including, without limitation, reasonable attorneys’ fees, costs and disbursements (and fees and disbursements of Lender’s in-house counsel) (collectively “Attorneys’ Fees”) actually expended or incurred by Lender in any way in connection with the amendment and/or enforcement of this Agreement and Lender’s rights hereunder and the Collateral whether or not suit is brought. Attorneys’ Fees shall include, without limitation, reasonable attorneys’ fees and costs incurred in any State, Federal or Bankruptcy Court, and in any Insolvency Proceeding of any kind in any way related to this Agreement, the Note, or any item of Collateral and/or Lender’s lien thereon.

11.6 Headings. Article and section headings are for reference only and shall not affect the interpretation or meaning of any provisions of this Agreement.

11.7 Integration; Amendment. No modification or amendment to this Agreement, or novation of the obligations under this Agreement, shall be effective unless in writing, executed by Lender and the other relevant parties. Except for currently existing obligations of Guarantor to Lender, all prior agreements, understandings, representations, warranties, and negotiations between the parties, whether oral or written, if any, which relate to the substance of this Agreement, are merged into this Agreement. Guarantor hereby waives the right to assert any agreement, promise, fact or any parol (oral) evidence which is contrary to the terms or representations specified in this Agreement.

11.8 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which when so executed shall be deemed an original, but all such counterparts shall constitute but one and the same agreement. A signed copy of this Agreement transmitted by a party to another party via facsimile or an emailed “pdf” version shall be binding on the signatory thereto.

11.9 WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY LAW, LENDER AND GUARANTOR HEREBY VOLUNTARILY, UNCONDITIONALLY AND IRREVOCABLY WAIVE TRIAL BY JURY IN ANY LITIGATION OR PROCEEDING IN A STATE OR FEDERAL COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT, THE GUARANTY OR THE OTHER LOAN DOCUMENTS, OR THE SECURED OBLIGATIONS, OR ANY INSTRUMENT OR DOCUMENT DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING WITHOUT LIMITATION, CLAIMS RELATING TO THE APPLICATION, OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF, OR ANY OTHER CLAIM OR DISPUTE HOWSOEVER ARISING (INCLUDING TORT AND CLAIMS FOR BREACH OF DUTY), BETWEEN LENDER AND BORROWER.

IN WITNESS WHEREOF, this Security Agreement has been duly executed by each of the parties as of the date stated at the top of the first page.

BORROWER:
MD Management LLC
By:	/s/ Mark L. Vorsatz
Name:	Mark L. Vorsatz
Title:	Chief Executive Officer

Accepted:
LENDER:
FIRST REPUBLIC BANK
By:	/s/ Alan Le Vine
Name:	ALAN LE VINE
Title:	VICE PRESIDENT

EXHIBIT A

TO

SECURITY AGREEMENT

ALL ASSETS

DESCRIPTION OF COLLATERAL

The Collateral (“Collateral”) consists of all of the right, title and interest of Guarantor in and to the following assets whether currently existing or hereafter arising and wherever located: (a) Equipment; (b) Inventory; (c) fixtures located at Guarantor’s business locations; (d) other Goods, Instruments and Documents; (e) Chattel Paper; (f) General Intangibles; (g) Accounts and all other obligations now or hereafter owing to Guarantor; (h) all Deposit Accounts and certificates of deposit, Payment Intangibles, including those maintained with Lender; (i) Investment Property; (j) Letters of Credit Rights; (k) all Commercial Tort Claims and any other causes of action of Guarantor against third parties arising in connection with Guarantor’s business; (I) all Supporting Obligations; (m) all proceeds and products of the foregoing; and (n) all of Guarantor’s Books relating to the foregoing.

Notwithstanding anything herein to the contrary, in no event shall the Collateral include, and Guarantor shall not be deemed to have granted a security interest in, any license, contract, permit, government authorization, franchise or other similar item (collectively, the “Contractual Items”) to which Guarantor is a party, or any of Guarantor’s rights or interests thereunder, to the extent, but only to the extent that and only so long as (i) such a grant would under the terms of such Contractual Items and applicable law result in a breach of the terms of, or constitute a default under, such Contractual Items (other than to the extent that any such term would be rendered ineffective pursuant to the Commercial Code or any other applicable law (including the Bankruptcy Code) or principles of equity); provided that the Collateral shall include and such security interest shall attach immediately at such time as the condition causing such breach or default shall be remedied or the consent to the granting of such security interest shall have been obtained and to the extent severable, shall attach immediately to any portion of such Contractual Item that does not result in the consequences specified in clause (i) immediately above; or (ii) such a grant with respect to property, contracts or rights in any jurisdiction is prohibited under applicable law, or requires the obtaining of a government authorization that has not been obtained after Guarantor has used commercially reasonable efforts to obtain consent to permit such grant of a security interests; provided that the foregoing exclusion shall in no way be construed so as to limit, impair or otherwise affect Secured Party’s unconditional continuing security interest in and to all rights, title and interests of Guarantor in or to any payment obligations or other rights to receive monies due or to become due under any such Contractual Item or other property, contracts or rights and in any such monies and other proceeds thereof.

Unless otherwise defined herein, the terms used herein shall have the meaning provided in the Commercial Code.

EXHIBIT B

TO

SECURITY AGREEMENT

All Assets

This Exhibit B is an integral part of the Agreement between Lender and Guarantor, and the following terms are incorporated in and made a part of the Agreement to which this Exhibit B is attached:

1.  Borrower: Borrower represents that its name, address and state of incorporation or formation are as follows: 1.1  Name: MD Management LLC 1.2  Trade Names or DBAs (if any): N/A 1.3  Type of Entity and State of Formation or Incorporation: limited liability company, Delaware.
1.4  Address for Notices:	c/o Andersen Tax LLC 100 First Street Suite 1600 San Francisco, CA 94105 Attn: Chief Executive Officer with a copy to: c/o Andersen Tax LLC 1177 Avenue of the Americas 18th Floor New York, NY 10036 Attn: Controller
1.5  Tax Identification Number:
2.  Lender’s Notice Address:	FIRST REPUBLIC BANK 111 Pine Street San Francisco, CA 94111 Attn: Commercial Loan Operations Fax: (415) 296-3563
3.  Liens Existing on the Date Hereof: None except in favor of Lender.
4.  Additional Covenants: N/A

EX-10.28

Exhibit 10.28

CONTINUING GUARANTY OF PAYMENT AND PERFORMANCE

This Continuing Guaranty Of Payment And Performance (the “Guaranty”) is entered into by and between Andersen Tax Holdings LLC (the “Guarantor”), in favor of First Republic Bank (the “Lender”) as of May 12, 2017.

A. Andersen Tax LLC (the “Borrower”), in which Guarantor owns all of the membership interests, has requested loans (collectively, the “Loan”) from the Lender which will be evidenced by the promissory notes in favor of the Lender dated on or about the date hereof, in the original principal amounts of $17,350,000 and $12,500,000, respectively (collectively, the “Note”). The Loan arises out of that certain Second Amended and Restated Loan Agreement dated on or about the date hereof (as amended from time to time, the “Loan Agreement”) executed by Borrower and the Lender. The Note and the Loan Agreement, together with all security agreements, guaranties, third party pledge agreements and all other documents now or hereafter executed by Borrower and delivered to Lender at Lender’s request in connection with the Loan, and all extensions, renewals, modifications and replacements of any or all of such documents to the extent permitted in accordance with the terms thereof, shall be referred to herein as the “Loan Documents.”

B. By virtue of Guarantor’s ownership of all membership interests in the Borrower, Guarantor will benefit by the proceeds of the Loan to be provided to Borrower.

C. To induce Lender to enter into the Loan Agreement and to accept the Note and to advance funds to Borrower thereunder, Guarantor is delivering this Guaranty.

AGREEMENT

THEREFORE, in consideration of the foregoing and for other valuable consideration, the receipt and adequacy of which are hereby acknowledged, Guarantor hereby agrees as follows:

1. Definitions.

(a) For purposes of this Guaranty, the following terms have the following definitions:

(i) Bankruptcy Code means Title 11 of the United States Code entitled “Bankruptcy” as now or hereafter in effect, or any successor thereto.

(ii) Commitment has the meaning set forth in the Loan Agreement.

(iii) GAAP means generally accepted accounting principles in the United States of America, as in effect from time to time.

(iv) Governmental Requirement has the meaning set forth in the Loan Agreement.

(v) Person has the meaning set forth in the Loan Agreement.

(b) Each of the following terms has the meaning set forth in the section set forth opposite such term:

Defined Term	Section
Borrower	Recitals
Claim	16
Fees and Costs	18(e)
Guaranteed Obligations	2
Guarantor	Preamble
Guaranty	Preamble
Indebtedness	2(a)
Lender	Recitals
Loan	Recitals
Loan Agreement	Recitals
Loan Documents	Recitals
Note	Recitals

Loan Nos.:     and

Obligor No.:

2. Guaranty.

(a) Guaranty of Obligations. Guarantor hereby guaranties to Lender, its successors and assigns, as primary obligors and not merely as surety, the full and faithful payment of all amounts owed and performance of each and every one of the obligations, responsibilities and undertakings to be carried out, performed or observed by Borrower under the Loan Documents and all documents executed in connection therewith and any other agreements or indebtedness of Borrower to Lender (hereafter collectively referred to as the “Guaranteed Obligations”). The word “indebtedness” is used herein in its most comprehensive sense and includes any and all loans, advances, debts, lease obligations, and other obligations and liabilities of Borrower, heretofore, now, or hereafter made, incurred or created, whether voluntary or involuntary and however arising, whether due or not due, absolute or contingent, liquidated or nonliquidated, determined or undetermined, whether Borrower may be liable individually or jointly with others, or whether recovery upon such indebtedness may be or hereafter become barred or otherwise unenforceable.

(b) Guaranty of Performance. If at any time Borrower, its successors or permitted assigns, fails, neglects or refuses to pay amounts or perform any of its obligations, responsibilities or undertakings as expressly provided pursuant to the terms and conditions of the Guaranteed Obligations, then Guarantors shall pay such amounts or perform or cause to be performed such obligation, responsibility or undertaking as required pursuant to the terms and conditions of the Guaranteed Obligations.

3. Absolute. This Guaranty is an irrevocable, absolute, present and unconditional continuing guaranty. The obligations of Guarantor under this Guaranty shall not be affected, reduced, modified or impaired upon the happening from time to time of any of the following events, whether or not with notice to (except as notice is otherwise expressly required herein) or the consent of Guarantor:

(a) Failure to Give Notice. The failure to give notice to Guarantor of the occurrence of a default under the terms and provisions of this Guaranty or the Guaranteed Obligations;

(b) Modification or Amendment. The amendment, acceleration, renewal or extension of any obligation, covenant or agreement or the Guaranteed Obligations;

(c) Lender’s Failure to Exercise Rights. Any failure, omission, delay by, or inability on the part of Lender to assert or exercise any right, power or remedy conferred on Lender in this Guaranty or the Guaranteed Obligations as the case may be, including the failure to execute on collateral held for this Guaranty, the Guaranteed Obligations or the Loan Documents;

(d) Change in Borrower. A termination, dissolution, consolidation or merger of Borrower with or into any other entity, the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of Borrower’s assets, the marshalling of Borrower’s assets and liabilities, the receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or readjustment of, or other similar proceedings affecting Borrower, Guarantor, or any of the assets of either;

(e) Subordination or Release of Security. Any subordination or release of any collateral now or hereafter held by Lender for the performance of the Guaranteed Obligations;

(f) Assignment. The assignment of any right, title or interest of Lender herein or in the Loan Documents to any other person; or

(g) Extent of Guarantor’s Obligations. Any other cause or circumstance, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing; it is the intent of Guarantor that the obligations hereunder shall not be discharged except by: (i) payment of amounts owing pursuant to this Guaranty and/or Guaranteed Obligations, then only to the extent of such payment or payments; or (ii) full performance of obligations under this Guaranty and/or Guaranteed Obligations, then only to the extent of such performed or discharged obligation or obligations.

4. Guaranty of Payment. The liability of Guarantors on this Guaranty is a guaranty of payment and performance and not of collectibility, and is not conditional or contingent on the genuineness, validity, regularity, or enforceability of the Guaranteed Obligations or the pursuit by Lender of any remedies that it now has or may hereafter have with respect thereto, or the cessation of Borrower’s liability for any reason other than full performance under the Loan Documents, including, without limitation, any and all obligation to indemnify Lender.

5. Authorization. Guarantor hereby authorizes Lender, without notice or demand and without affecting its liability hereunder, and without consent of Guarantor or prior notice to Guarantor, from time to time to: (a) make any modifications to the Guaranteed Obligations with the consent of the parties thereto; (b) assign the Guaranteed Obligations and this Guaranty; (c) take and hold security for the performance of the obligations guarantied herein with the consent of the party providing such security; and (d) accept additional guarantors.

6. Waiver and Release by Guarantor.

(a) Enforcement Against Other Parties. Guarantor hereby waives the right to require Lender to: (i) proceed against Borrower or any other Person or guarantor; (ii) proceed or exhaust any security held from any Person; (iii) proceed against any other guarantor; or (iv) pursue any other remedy available to Lender. Guarantor acknowledges that its affiliated Persons, MD Management LLC and MD Investment LLC, are also executing guaranties with respect to Borrower’s obligations under the Loan Documents, and that the rights of Lender hereunder shall not in any way be limited or stayed as a result of said guaranties.

(b) Subrogation. Until the Guaranteed Obligations have been paid or otherwise discharged in full, Guarantor does hereby waive all rights of subrogation and any right to enforce any remedy which Lender now has, or may have, against Borrower or any other guarantor, and Guarantor does hereby waive any benefit of, and any right to participate in, any security now or hereafter held by Lender. Guarantor hereby waives any defense it may have now or in the future based on any election of remedies by Lender which destroys Guarantor’s subrogation rights or Guarantor’s rights to proceed against Borrower for reimbursement and Guarantor acknowledges that it will be liable to Lender even though Guarantor may well have no such recourse against Borrower.

(c) Notices. Guarantor hereby waives notice of (i) acceptance and reliance on this Guaranty, (ii) notice of renewal, extension or modification of any of the Guaranteed Obligations, and (iii) notice of default or demand in the case of default.

(d) Release of Third Parties. Guarantor hereby waives any right or defense it may now or hereafter have based upon (i) Lender’s release of any party who may be obligated to Lender; (ii) Lender’s release or impairment of any collateral for the Guaranteed Obligations; and (iii) the modification or extension of the obligations or agreements guaranteed under this Guaranty.

(e) Statute of Limitations. Guarantor hereby waives any statute of limitations affecting liability under this Guaranty or the enforceability of this Guaranty.

(f) Cessation of Liability of Borrower. Guarantor waives any defense arising by reason of any disability or other defense of Borrower or by reason of the cessation from any cause whatsoever of the liability of Borrower.

(g) Confidentiality of Accounting. Guarantor waives the right to assert a confidential relationship, if any, Guarantor may have with any accounting firm and/or service bureau in connection with any information requested by Lender pursuant to or in accordance with this Guaranty or any agreement in connection with this Guaranty, and agrees that Lender may contact directly any such accounting firm and/or service bureau in order to obtain such information.

(h) Duty of Disclosure. Guarantor hereby waives any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about Borrower or Borrower financial condition regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume, or has reason to believe that such facts are unknown to Guarantor, or has a reasonable opportunity to communicate such facts to Guarantor.

7. Information. Guarantor hereby represents that Guarantor is fully aware of the financial condition and operation of Borrower and is in a position by virtue of its relationship to Borrower to obtain all necessary financial and operational information concerning Borrower. Lender need not disclose to Guarantors any information about: (i) the Guaranteed Obligations or any modification thereto, and any action or non-action in connection therewith; (ii) any other obligation guarantied hereby; (iii) the financial condition or operation of Borrower; or (iv) any other guaranties.

8. Subordination. Until the Guaranteed Obligations have been paid or otherwise discharged in full, Guarantor does hereby subordinate any and all liability or indebtedness of Borrower owed to Guarantors to the obligations of Borrower to Lender which arise under the Loan Documents.

9. Lender’s Setoff Rights. Lender shall have the right to enforce any statutory banker’s liens and other rights of setoff without demand on or notice to Guarantor, and no waiver or release of any such lien or right of setoff shall be valid or enforceable against Lender unless such waiver is expressly set forth in a written agreement signed by Lender.

10. Effect of Borrower’s Bankruptcy. The liability of the Guarantor under this Guaranty shall in no way be affected by: (a) the release or discharge of Borrower in any creditor proceeding, receivership, bankruptcy, or other proceeding; (b) the impairment, limitation, or modification of the liability of Borrower or the estate of Borrower, or of any remedy for the enforcement of Borrower’s liability, which may result from the operation of any present or future provision of the Bankruptcy Code or any insolvency, debtor relief statute (state or federal), or any other statute, or from the decision of any court; (c) the rejection or disaffirmance of the indebtedness, or any portion of the indebtedness, in any such proceeding; or the cessation, from any cause whatsoever, whether consensual or by operation of law, of the liability of Borrower to any beneficiary resulting from any such proceeding.

11. Claims in Bankruptcy. If Guarantor has not paid Lender the amounts owed under this Guaranty, Guarantor will file all claims against Borrower in any bankruptcy or other liquidation proceeding on any indebtedness of Borrower to the Guarantor, and will assign to Lender all rights of Guarantor on any such indebtedness. If Guarantor does not file any such claim, Lender, as attorney-in-fact for Guarantor, is authorized to do so in the name of Guarantor, or, in Lender’s discretion, to assign the claim and to file a proof of claim in the name of Lender’s nominee. In all such cases, whether in bankruptcy or otherwise, the Person or Persons authorized to pay such claim shall pay to Lender the full amount of any such claim, and, to the full extent necessary for that purpose, Guarantor assigns to Lender all of Guarantor’s rights to any such payments or distributions to which Guarantor would otherwise be entitled.

12. Applications of Payments. With or without notice to Guarantor, Lender, in its sole discretion and at any time and from time to time and in such manner and on such terms as it deems fit may: (a) apply any or all payments or recoveries from Borrower, from Guarantor, or from any other guarantors or endorser under this or any other instrument, or realized from any security, to the indebtedness of Borrower to Lender under the Loan Documents, in such order or priority as Lender sees fit, whether such indebtedness is guaranteed by this Guaranty or is otherwise secured or is due at the time of such application; and (b) refund to Borrower any payment received by Lender on any indebtedness hereby guaranteed and payment of the amount refunded shall be fully guaranteed hereby.

13. Representations and Warranties. Guarantor hereby represents and warrants to Lender that:

(a) Solvency. To the best of Guarantor’s knowledge, upon execution of this Guaranty, Guarantor will be liquid; the total value of its assets will exceed its liabilities (contingent and non-contingent); and it will be able to pay its debts as they come due.

(b) Authorization and Enforceability. Guarantor has duly authorized by all necessary action the execution, delivery and performance of this Guaranty and neither its execution and delivery of this Guaranty nor its consummation of the transactions contemplated by this Guaranty nor its compliance with any of the terms and provisions of this Guaranty does or will require any approval not yet received of its members or any approval or consent of any trustee or holders of any of its obligations and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Guarantor or the party which executes the same, enforceable in accordance with their respective terms.

(c) No Violation. The execution, delivery and performance by Guarantor of this Guaranty shall not: (a) violate any law or regulation by which Guarantor is bound; (b) to the best of Guarantor’s knowledge constitute an event of default under any agreement to which Guarantor is now a party or by which Guarantor may be bound; or (c) will conflict with or result in the breach of, or require any consent under, the organizational documents of Guarantor.

(d) Financial Statements. All financial statements and information relating to Guarantor which have been delivered by Guarantor to Lender are true and correct and have been prepared in accordance with GAAP consistently applied, and there has been no material adverse change in the financial condition of Guarantor since its submission.

(e) No Litigation. There are not presently any actions or proceedings pending by or against Guarantor before any court or administrative agency, and Guarantor has no knowledge of any material pending, threatened or imminent litigation, governmental investigations or claims, complaints, actions or prosecutions involving Guarantor which would have a material adverse effect on the financial condition of Guarantor, except as heretofore disclosed in writing to Lender.

(f) Place of Business. Guarantor’s sole place of business or chief executive office or residence is as set forth in Section 19(a), and Guarantor covenants and agrees that Guarantor will not, during the term of this Guaranty, without prior written notification to Lender, relocate said sole place of business or chief executive office or residence.

(g) Taxes. All assessments and taxes, due or payable by, or imposed, levied or assessed against any item of Guarantor or Guarantor’s assets, have been paid in full before delinquency or are being contested in good faith with appropriate reserves having been established by Guarantor.

(h) Continuing and Cumulative Warranties. Guarantor’s warranties and representations set forth in this Section shall be true and correct at the time of execution of this Guaranty by Guarantor and shall constitute continuing representations and warranties as long as any of the Guaranteed Obligations remain unpaid or unperformed. The warranties, representations and agreements set forth herein shall be cumulative and in addition to any and all other warranties, representations and agreements which Guarantor shall give, or cause to be given, to Lender, either now or hereafter.

14. General Negative Covenants. During the term hereof and so long as any Guaranteed Obligations remain unpaid or unperformed, Guarantor will not:

(a) Change in Identity. Without prior notice to Lender, change Guarantor’s name, business structure, identity, or state of formation; nor will Guarantor add any new fictitious name, or relocate Guarantor’s sole place of business or chief executive office or residence.

(b) Relocation or Transfer. Other than in the ordinary course of Guarantor’s business, sell, lease, abandon or otherwise dispose of, move, relocate, or transfer, whether by sale or otherwise without Lender’s prior written consent: (i) Guarantor’s business, or (ii) any item of collateral securing this Guaranty.

(c) Acquisitions and Merger. Without prior notice to Lender, acquire, merge or consolidate with or into any other business organization or enter into any partnership, joint venture or other combination; or purchase or lease all or the greater part of the assets or business of another.

15. General Affirmative Covenants. Guarantor hereby covenants and agrees that during the term hereof and until all Guaranteed Obligations are fully paid and performed:

(a) Accounting Methods. Guarantor shall maintain a standard and modern system of accounting in accordance with GAAP consistently applied, with ledger and account cards and/or computer tapes, discs, printouts and records pertaining to Guarantor’s assets which contain information as may from time-to-time be required by Lender; not modify or change Guarantor’s method of accounting, permit Lender and any of Lender’s representatives, on demand, during Guarantor’s usual business hours, or the usual business hours of third persons having control thereof, to have access to and examine all of Guarantor’s books relating to any of Guarantor’s obligations to Lender, Guarantor’s financial condition and the results of Guarantor’s operations, and, in connection therewith, permit Lender or any of Lender’s representatives to copy and make extracts therefrom. Guarantor shall not be obligated to divulge to Lender any information regarding its clients except that after any Event of Default has occurred and is continuing, upon Lender’s written request, Borrower shall disclose to Lender the identity, contact information, payment history and accounts receivable information of such clients along with any other information Lender deems necessary to enforce its rights in or foreclose on such collateral. All of the foregoing books and records and other information shall be deemed to be Confidential Information and shall be subject to the provisions of Section 6.19 of the Loan Agreement, which is incorporated herein by reference as if fully set forth herein.

(b) Notifications. Guarantor shall promptly notify Lender of: (i) any material adverse change in Guarantor’s financial condition and of any condition or event which constitutes a breach of or event of default under this Guaranty; (ii) any material pending or threatened litigation, governmental investigations or claims, complaints, actions or prosecutions involving Guarantor or the collateral securing this Guaranty; or (iii) any material loss of or material damage to any collateral securing this Guaranty or of any adverse change, known to Guarantor, in the prospect of payment of any material sums due on any item of collateral securing this Guaranty.

(c) Reports. Upon Lender’s request, Guarantor shall deliver to Lender (if applicable) such reports and information available to Guarantor concerning the collateral securing this Guaranty as Lender may reasonably request. Such reports shall be in such form, for such periods, contain such information, and shall be rendered with such frequency as Lender may reasonably designate. All reports and information provided to Lender by Guarantor shall be complete and accurate in all material respects at the time provided.

(d) Further Assurances. It will from time to time as reasonably required by Lender perform such other acts, and execute and deliver to Lender such additional assignments, agreements and instruments, as Lender may reasonably request in connection with the administration and enforcement of this Guaranty and/or Lender’s rights, powers and remedies hereunder.

(e) Compliance with Laws. Guarantor will comply with all material Governmental Requirements.

16. Revival of Guaranty. If a claim (“Claim”) is made upon Lender at any time (whether before or after payment or performance in full of any of the Guaranteed Obligations) for repayment or recovery of any amount or other value received by Lender (from any source) in payment of, or on account of, any of the Guaranteed Obligations and if Lender repays such amount, returns value or otherwise becomes liable for all or part of such Claim by reason of (a) any judgment, decree or order of any court or administrative body or (b) any settlement or compromise of such Claim, Guarantor shall remain severally liable to Lender hereunder for the amount so repaid or returned or for which Lender is liable to the same extent if such payments or value had never been received by Lender, notwithstanding any termination of this Guaranty nor the cancellation of any note or other document evidencing the Guaranteed Obligations.

17. Continuing Guaranty. This Guaranty is a continuing guaranty, which shall remain effective without reaffirmation until Lender’s commitment to lend under the Loan Agreement has terminated and all Obligations have been paid in full. Guarantor acknowledges and agrees that a portion of the indebtedness of Borrower is a revolving credit and/or that the amount of such portion of the indebtedness may at any one time be zero dollars, which shall not constitute a termination of this Guaranty.

18. Collateral. Guarantor acknowledges that the Guaranteed Obligations are secured by the collateral described in the Security Agreement dated on or about the date hereof executed by Guarantor in favor of Lender.

19. Miscellaneous.

(a) Notices. Any notice, demand or request required hereunder shall be given in writing (at the addresses set forth below) by any of the following means: (a) personal service; (b) telecopy; (c) overnight courier; or (d) registered or certified, first class U.S. mail, return receipt requested.

To Guarantor:	To Lender:
c/o Andersen Tax LLC 100 First Street Suite 1600 San Francisco, CA 94105 Attn: Chief Executive Officer	FIRST REPUBLIC BANK Attn: Commercial Loan Operations 111 Pine Street San Francisco, CA 94111 Fax: (415) 296-3563
with a copy to:
c/o Andersen Tax LLC 1177 Avenue of the Americas 18th Floor New York, NY 10036 Attn: Controller

or at such other address as such party may designate by ten (10) days’ advance written notice to the other party hereto pursuant to this Section. Any notice, demand or request sent pursuant to either subsection (a) or subsection (b) above shall be deemed received upon such personal service or upon dispatch by electronic means. Any notice, demand or request sent pursuant to subsection (c), above, shall be deemed received on the business day immediately following deposit with the overnight courier, and, if sent pursuant to subsection (d), above, shall be deemed received forty-eight (48) hours following deposit into the U.S. mail.

(b) No Waiver. No failure or delay by Lender or its assigns in exercising any right, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

(c) New York Law. The validity, interpretation, enforcement of this Guaranty and the rights of the parties hereunder shall be determined under, governed by and construed in accordance with the laws of the State of New York. The parties agree that all actions or proceedings arising in connection with this Guaranty shall be tried and litigated only in the state courts or federal court located in the City of New York, State of New York. Guarantor waives any right Guarantor may have to assert the doctrine of forum non conveniens or to object to such venue and hereby consents to any court-ordered relief.

(d) Advice of Counsel. Guarantor expressly declares that they know and understand the contents of this Guaranty and has had an opportunity to consult with an attorney regarding it.

(e) Attorneys’ Fees. On demand, Guarantor shall reimburse Lender for all costs and expenses, including, without limitation, reasonable attorneys’ fees costs and disbursements (and fees and disbursements of Lender’s in-house counsel) (collectively the “Fees and Costs”) actually expended or incurred by Lender in any way in connection with: (a) the amendment, interpretation and enforcement of this Guaranty; (b) collecting any sum which becomes due Lender; (c) any proceeding, or any appeal; or (d) the protection, preservation of enforcement of any rights of Lender under this Guaranty. Fees and Costs shall include, without limitation, attorneys Fees and Costs incurred in connection with the following: (1) contempt proceedings; (2) discovery; (3) any motion, adversary proceeding, contested matter, confirmation or opposition to plan of reorganization or any other activity of any kind in connection with a bankruptcy case or relating to any petition under Title 11 of the Bankruptcy Code; (4) garnishment, levy, and debtor and third party examinations; and (5) postjudgment motions and proceedings of any kind, including without limitation any activity taken to collection or enforce any judgment.

(f) Agreement Binding: Assignability. This Guaranty shall be binding and deemed effective when executed by Guarantor and accepted and executed by Lender. This Guaranty shall bind and inure to the benefit of the respective executors, administrators, successors and assigns of each of the parties. Guarantor may not assign this Guaranty or any rights hereunder without Lender’s prior written consent and any prohibited assignment shall be void. No consent to an assignment by Lender shall release Guarantor from its obligations to Lender. Lender may assign, negotiate or grant participations in all or any part of Lender’s rights and benefits hereunder. In connection therewith, Lender may disclose all documents and information which Lender now has or hereafter may have relating to Guarantor or Guarantor’s business; provided that any assignee shall have agreed in writing to be bound by provisions substantially similar to those as set forth in Section 6.19 of the Loan Agreement.

(g) Joint and Several. If more than one party signs this Guaranty, this Guaranty shall be binding jointly and severally on each such Guarantor and its assets.

(h) Captions. Headings have been set forth herein for convenience only and shall not affect the interpretation or meanings of any provisions of this Guaranty. Unless the contrary is compelled by the context, everything contained in each article and section applies equally to this entire Guaranty.

(i) Severability. Each provision of this Guaranty shall be severable from every other provision for the purpose of determining the legal enforceability of any specific provision.

(j) Further Assurances. Guarantor will promptly and duly execute and deliver to Lender such further documents and assurances and take such further action as Lender may from time to time reasonably request including, without limitation, any amendments hereto in order to establish and protect the rights, interests and remedies created or intended to be created in favor of Lender hereunder.

(k) Cumulative Rights. Guarantor’s liability and Lender’s rights, powers, and remedies hereunder and under any other agreement now or hereafter relating hereto, shall be cumulative and not alternative, and such rights, powers, and remedies shall be in addition to all rights, powers, and remedies given to Lender by law. This Guaranty is in addition to and exclusive of the guaranty of any other guarantors of any indebtedness of Borrower to Lender.

(l) Construction. Neither this Guaranty nor any uncertainty or ambiguity herein shall be construed or resolved against Lender, whether under any rule of construction or otherwise. This Guaranty has been reviewed by all parties and shall be construed according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of all parties hereto.

(m) No Third Party Beneficiaries. This Guaranty is entered into for the sole protection and benefit of Lender, and its successors and assigns. No other person shall have any rights hereunder.

(n) No Waiver by Lender. No waiver by the Lender of any of its rights or remedies in connection with this Guaranty shall be effective unless such waiver is in writing and signed by the Lender. No act or omission by Lender to exercise a right as to any event shall be construed as continuing, or as a waiver or release of, any subsequent right, remedy or recourse as to a subsequent event.

(o) Integration. Except as to currently existing obligations of Guarantor to Lender, all prior agreements, understandings, representations, warranties, and negotiations between the parties whether written or oral, if any, are merged into this Guaranty.

(p) Destruction of Guarantor’s Documents. Any documents, schedules, invoices or other papers delivered to Lender may be destroyed or otherwise disposed of by Lender six (6) months after they are delivered to or received by Lender unless Guarantor does request, in writing, the return of the said documents, schedule, invoices or other papers and makes arrangements, at Guarantor’s expense, for their return.

(q) Time of Essence. Time is of the essence of each provision of this Guaranty.

(r) Performance of Covenants. Guarantor shall perform all of its covenants under this Guaranty at its sole cost and expense.

(s) Term. This Guaranty shall continue in full force and effect as long as any of the Guaranteed Obligations are outstanding and the Commitment has not expired, and thereafter until terminated by written agreement of Lender promptly upon request of Guarantor.

(t) Amendment. This Guaranty may be modified, amended or terminated only by a written agreement signed by Guarantor and Lender.

20. Waiver of Jury Trial. LENDER AND GUARANTOR HEREBY VOLUNTARILY, UNCONDITIONALLY AND IRREVOCABLY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LITIGATION, ARBITRATION OR PROCEEDING IN A STATE OR FEDERAL COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS GUARANTY, OR THE OBLIGATIONS, OR ANY INSTRUMENT OR DOCUMENT DELIVERED IN CONNECTION WITH THIS GUARANTY, OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF, OR ANY OTHER CLAIM OR DISPUTE HOWSOEVER ARISING (INCLUDING TORT AND CLAIMS FOR BREACH OF DUTY), BETWEEN LENDER AND GUARANTOR.

IN WITNESS WHEREOF, the undersigned Guarantor has caused this Guaranty to be duly executed as of the day and year first above written.

Guarantor:
Andersen Tax Holdings LLC
By:	/s/ Mark L. Vorsatz
Name:	Mark L. Vorsatz
Title:	Chief Executive Officer

EX-10.29

Exhibit 10.29

CONTINUING GUARANTY OF PAYMENT AND PERFORMANCE

This Continuing Guaranty Of Payment And Performance (the “Guaranty”) is entered into by and between MD Investment LLC (the “Guarantor”), in favor of First Republic Bank (the “Lender”) as of May 12, 2017.

A. Andersen Tax LLC (the “Borrower”), with which Guarantor is affiliated, has requested loans (collectively, the “Loan”) from the Lender which will be evidenced by the promissory notes in favor of the Lender dated on or about the date hereof, in the original principal amounts of $17,350,000 and $12,500,000, respectively (collectively, the “Note”). The Loan arises out of that certain Second Amended and Restated Loan Agreement dated on or about the date hereof (as amended from time to time, the “Loan Agreement”) executed by Borrower and the Lender. The Note and the Loan Agreement, together with all security agreements, guaranties, third party pledge agreements and all other documents now or hereafter executed by Borrower and delivered to Lender at Lender’s request in connection with the Loan, and all extensions, renewals, modifications and replacements of any or all of such documents to the extent permitted in accordance with the terms thereof, shall be referred to herein as the “Loan Documents.”

B. By virtue of Guarantor’s affiliation with the Borrower, Guarantor will benefit by the proceeds of the Loan to be provided to Borrower.

C. To induce Lender to enter into the Loan Agreement and to accept the Note and to advance funds to Borrower thereunder, Guarantor is delivering this Guaranty.

AGREEMENT

THEREFORE, in consideration of the foregoing and for other valuable consideration, the receipt and adequacy of which are hereby acknowledged, Guarantor hereby agrees as follows:

1. Definitions.

(a) For purposes of this Guaranty, the following terms have the following definitions:

(i) Bankruptcy Code means Title 11 of the United States Code entitled “Bankruptcy” as now or hereafter in effect, or any successor thereto.

(ii) Commitment has the meaning set forth in the Loan Agreement.

(iii) GAAP means generally accepted accounting principles in the United States of America, as in effect from time to time.

(iv) Governmental Requirement has the meaning set forth in the Loan Agreement.

(v) Person has the meaning set forth in the Loan Agreement.

(b) Each of the following terms has the meaning set forth in the section set forth opposite such term:

Defined Term	Section
Borrower	Recitals
Claim	16
Fees and Costs	18(e)
Guaranteed Obligations	2
Guarantor	Preamble
Guaranty	Preamble
Indebtedness	2(a)
Lender	Recitals
Loan	Recitals
Loan Agreement	Recitals
Loan Documents	Recitals
Note	Recitals

Loan Nos.:    and

Obligor No.:

2. Guaranty.

(a) Guaranty of Obligations. Guarantor hereby guaranties to Lender, its successors and assigns, as primary obligors and not merely as surety, the full and faithful payment of all amounts owed and performance of each and every one of the obligations, responsibilities and undertakings to be carried out, performed or observed by Borrower under the Loan Documents and all documents executed in connection therewith and any other agreements or indebtedness of Borrower to Lender (hereafter collectively referred to as the “Guaranteed Obligations”). The word “indebtedness” is used herein in its most comprehensive sense and includes any and all loans, advances, debts, lease obligations, and other obligations and liabilities of Borrower, heretofore, now, or hereafter made, incurred or created, whether voluntary or involuntary and however arising, whether due or not due, absolute or contingent, liquidated or nonliquidated, determined or undetermined, whether Borrower may be liable individually or jointly with others, or whether recovery upon such indebtedness may be or hereafter become barred or otherwise unenforceable.

(b) Guaranty of Performance. If at any time Borrower, its successors or permitted assigns, fails, neglects or refuses to pay amounts or perform any of its obligations, responsibilities or undertakings as expressly provided pursuant to the terms and conditions of the Guaranteed Obligations, then Guarantors shall pay such amounts or perform or cause to be performed such obligation, responsibility or undertaking as required pursuant to the terms and conditions of the Guaranteed Obligations.

3. Absolute. This Guaranty is an irrevocable, absolute, present and unconditional continuing guaranty. The obligations of Guarantor under this Guaranty shall not be affected, reduced, modified or impaired upon the happening from time to time of any of the following events, whether or not with notice to (except as notice is otherwise expressly required herein) or the consent of Guarantor:

(a) Failure to Give Notice. The failure to give notice to Guarantor of the occurrence of a default under the terms and provisions of this Guaranty or the Guaranteed Obligations;

(b) Modification or Amendment. The amendment, acceleration, renewal or extension of any obligation, covenant or agreement or the Guaranteed Obligations;

(c) Lender’s Failure to Exercise Rights. Any failure, omission, delay by, or inability on the part of Lender to assert or exercise any right, power or remedy conferred on Lender in this Guaranty or the Guaranteed Obligations as the case may be, including the failure to execute on collateral held for this Guaranty, the Guaranteed Obligations or the Loan Documents;

(d) Change in Borrower. A termination, dissolution, consolidation or merger of Borrower with or into any other entity, the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of Borrower’s assets, the marshalling of Borrower’s assets and liabilities, the receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or readjustment of, or other similar proceedings affecting Borrower, Guarantor, or any of the assets of either;

(e) Subordination or Release of Security. Any subordination or release of any collateral now or hereafter held by Lender for the performance of the Guaranteed Obligations;

(f) Assignment. The assignment of any right, title or interest of Lender herein or in the Loan Documents to any other person; or

(g) Extent of Guarantor’s Obligations. Any other cause or circumstance, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing; it is the intent of Guarantor that the obligations hereunder shall not be discharged except by: (i) payment of amounts owing pursuant to this Guaranty and/or Guaranteed Obligations, then only to the extent of such payment or payments; or (ii) full performance of obligations under this Guaranty and/or Guaranteed Obligations, then only to the extent of such performed or discharged obligation or obligations.

4. Guaranty of Payment. The liability of Guarantors on this Guaranty is a guaranty of payment and performance and not of collectibility, and is not conditional or contingent on the genuineness, validity, regularity, or enforceability of the Guaranteed Obligations or the pursuit by Lender of any remedies that it now has or may hereafter have with respect thereto, or the cessation of Borrower’s liability for any reason other than full performance under the Loan Documents, including, without limitation, any and all obligation to indemnify Lender.

5. Authorization. Guarantor hereby authorizes Lender, without notice or demand and without affecting its liability hereunder, and without consent of Guarantor or prior notice to Guarantor, from time to time to: (a) make any modifications to the Guaranteed Obligations with the consent of the parties thereto; (b) assign the Guaranteed Obligations and this Guaranty; (c) take and hold security for the performance of the obligations guarantied herein with the consent of the party providing such security; and (d) accept additional guarantors.

6. Waiver and Release by Guarantor.

(a) Enforcement Against Other Parties. Guarantor hereby waives the right to require Lender to: (i) proceed against Borrower or any other Person or guarantor; (ii) proceed or exhaust any security held from any Person; (iii) proceed against any other guarantor; or (iv) pursue any other remedy available to Lender. Guarantor acknowledges that its affiliated Persons, MD Management LLC and Andersen Tax Holdings LLC, are also executing guaranties with respect to Borrower’s obligations under the Loan Documents, and that the rights of Lender hereunder shall not in any way be limited or stayed as a result of said guaranties.

(b) Subrogation. Until the Guaranteed Obligations have been paid or otherwise discharged in full, Guarantor does hereby waive all rights of subrogation and any right to enforce any remedy which Lender now has, or may have, against Borrower or any other guarantor, and Guarantor does hereby waive any benefit of, and any right to participate in, any security now or hereafter held by Lender. Guarantor hereby waives any defense it may have now or in the future based on any election of remedies by Lender which destroys Guarantor’s subrogation rights or Guarantor’s rights to proceed against Borrower for reimbursement and Guarantor acknowledges that it will be liable to Lender even though Guarantor may well have no such recourse against Borrower.

(c) Notices. Guarantor hereby waives notice of (i) acceptance and reliance on this Guaranty, (ii) notice of renewal, extension or modification of any of the Guaranteed Obligations, and (iii) notice of default or demand in the case of default.

(d) Release of Third Parties. Guarantor hereby waives any right or defense it may now or hereafter have based upon (i) Lender’s release of any party who may be obligated to Lender; (ii) Lender’s release or impairment of any collateral for the Guaranteed Obligations; and (iii) the modification or extension of the obligations or agreements guaranteed under this Guaranty.

(e) Statute of Limitations. Guarantor hereby waives any statute of limitations affecting liability under this Guaranty or the enforceability of this Guaranty.

(f) Cessation of Liability of Borrower. Guarantor waives any defense arising by reason of any disability or other defense of Borrower or by reason of the cessation from any cause whatsoever of the liability of Borrower.

(g) Confidentiality of Accounting. Guarantor waives the right to assert a confidential relationship, if any, Guarantor may have with any accounting firm and/or service bureau in connection with any information requested by Lender pursuant to or in accordance with this Guaranty or any agreement in connection with this Guaranty, and agrees that Lender may contact directly any such accounting firm and/or service bureau in order to obtain such information.

(h) Duty of Disclosure. Guarantor hereby waives any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about Borrower or Borrower financial condition regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume, or has reason to believe that such facts are unknown to Guarantor, or has a reasonable opportunity to communicate such facts to Guarantor.

7. Information. Guarantor hereby represents that Guarantor is fully aware of the financial condition and operation of Borrower and is in a position by virtue of its relationship to Borrower to obtain all necessary financial and operational information concerning Borrower. Lender need not disclose to Guarantors any information about: (i) the Guaranteed Obligations or any modification thereto, and any action or non-action in connection therewith; (ii) any other obligation guarantied hereby; (iii) the financial condition or operation of Borrower; or (iv) any other guaranties.

8. Subordination. Until the Guaranteed Obligations have been paid or otherwise discharged in full, Guarantor does hereby subordinate any and all liability or indebtedness of Borrower owed to Guarantors to the obligations of Borrower to Lender which arise under the Loan Documents.

9. Lender’s Setoff Rights. Lender shall have the right to enforce any statutory banker’s liens and other rights of setoff without demand on or notice to Guarantor, and no waiver or release of any such lien or right of setoff shall be valid or enforceable against Lender unless such waiver is expressly set forth in a written agreement signed by Lender.

10. Effect of Borrower’s Bankruptcy. The liability of the Guarantor under this Guaranty shall in no way be affected by: (a) the release or discharge of Borrower in any creditor proceeding, receivership, bankruptcy, or other proceeding; (b) the impairment, limitation, or modification of the liability of Borrower or the estate of Borrower, or of any remedy for the enforcement of Borrower’s liability, which may result from the operation of any present or future provision of the Bankruptcy Code or any insolvency, debtor relief statute (state or federal), or any other statute, or from the decision of any court; (c) the rejection or disaffirmance of the indebtedness, or any portion of the indebtedness, in any such proceeding; or the cessation, from any cause whatsoever, whether consensual or by operation of law, of the liability of Borrower to any beneficiary resulting from any such proceeding.

11. Claims in Bankruptcy. If Guarantor has not paid Lender the amounts owed under this Guaranty, Guarantor will file all claims against Borrower in any bankruptcy or other liquidation proceeding on any indebtedness of Borrower to the Guarantor, and will assign to Lender all rights of Guarantor on any such indebtedness. If Guarantor does not file any such claim, Lender, as attorney-in-fact for Guarantor, is authorized to do so in the name of Guarantor, or, in Lender’s discretion, to assign the claim and to file a proof of claim in the name of Lender’s nominee. In all such cases, whether in bankruptcy or otherwise, the Person or Persons authorized to pay such claim shall pay to Lender the full amount of any such claim, and, to the full extent necessary for that purpose, Guarantor assigns to Lender all of Guarantor’s rights to any such payments or distributions to which Guarantor would otherwise be entitled.

12. Applications of Payments. With or without notice to Guarantor, Lender, in its sole discretion and at any time and from time to time and in such manner and on such terms as it deems fit may: (a) apply any or all payments or recoveries from Borrower, from Guarantor, or from any other guarantors or endorser under this or any other instrument, or realized from any security, to the indebtedness of Borrower to Lender under the Loan Documents, in such order or priority as Lender sees fit, whether such indebtedness is guaranteed by this Guaranty or is otherwise secured or is due at the time of such application; and (b) refund to Borrower any payment received by Lender on any indebtedness hereby guaranteed and payment of the amount refunded shall be fully guaranteed hereby.

13. Representations and Warranties. Guarantor hereby represents and warrants to Lender that:

(a) Solvency. To the best of Guarantor’s knowledge, upon execution of this Guaranty, Guarantor will be liquid; the total value of its assets will exceed its liabilities (contingent and non-contingent); and it will be able to pay its debts as they come due.

(b) Authorization and Enforceability. Guarantor has duly authorized by all necessary action the execution, delivery and performance of this Guaranty and neither its execution and delivery of this Guaranty nor its consummation of the transactions contemplated by this Guaranty nor its compliance with any of the terms and provisions of this Guaranty does or will require any approval not yet received of its members or any approval or consent of any trustee or holders of any of its obligations and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Guarantor or the party which executes the same, enforceable in accordance with their respective terms.

(c) No Violation. The execution, delivery and performance by Guarantor of this Guaranty shall not: (a) violate any law or regulation by which Guarantor is bound; (b) to the best of Guarantor’s knowledge constitute an event of default under any agreement to which Guarantor is now a party or by which Guarantor may be bound; or (c) will conflict with or result in the breach of, or require any consent under, the organizational documents of Guarantor.

(d) Financial Statements. All financial statements and information relating to Guarantor which have been delivered by Guarantor to Lender are true and correct and have been prepared in accordance with GAAP consistently applied, and there has been no material adverse change in the financial condition of Guarantor since its submission.

(e) No Litigation. There are not presently any actions or proceedings pending by or against Guarantor before any court or administrative agency, and Guarantor has no knowledge of any material pending, threatened or imminent litigation, governmental investigations or claims, complaints, actions or prosecutions involving Guarantor which would have a material adverse effect on the financial condition of Guarantor, except as heretofore disclosed in writing to Lender.

(f) Place of Business. Guarantor’s sole place of business or chief executive office or residence is as set forth in Section 19(a), and Guarantor covenants and agrees that Guarantor will not, during the term of this Guaranty, without prior written notification to Lender, relocate said sole place of business or chief executive office or residence.

(g) Taxes. All assessments and taxes, due or payable by, or imposed, levied or assessed against any item of Guarantor or Guarantor’s assets, have been paid in full before delinquency or are being contested in good faith with appropriate reserves having been established by Guarantor.

(h) Continuing and Cumulative Warranties. Guarantor’s warranties and representations set forth in this Section shall be true and correct at the time of execution of this Guaranty by Guarantor and shall constitute continuing representations and warranties as long as any of the Guaranteed Obligations remain unpaid or unperformed. The warranties, representations and agreements set forth herein shall be cumulative and in addition to any and all other warranties, representations and agreements which Guarantor shall give, or cause to be given, to Lender, either now or hereafter.

14. General Negative Covenants. During the term hereof and so long as any Guaranteed Obligations remain unpaid or unperformed, Guarantor will not:

(a) Change in Identity. Without prior notice to Lender, change Guarantor’s name, business structure, identity, or state of formation; nor will Guarantor add any new fictitious name, or relocate Guarantor’s sole place of business or chief executive office or residence.

(b) Relocation or Transfer. Other than in the ordinary course of Guarantor’s business, sell, lease, abandon or otherwise dispose of, move, relocate, or transfer, whether by sale or otherwise without Lender’s prior written consent: (i) Guarantor’s business, or (ii) any item of collateral securing this Guaranty.

(c) Acquisitions and Merger. Without prior notice to Lender, acquire, merge or consolidate with or into any other business organization or enter into any partnership, joint venture or other combination; or purchase or lease all or the greater part of the assets or business of another.

15. General Affirmative Covenants. Guarantor hereby covenants and agrees that during the term hereof and until all Guaranteed Obligations are fully paid and performed:

(a) Accounting Methods. Guarantor shall maintain an accurate system of accounting, consistently applied, with records pertaining to Guarantor’s assets which contain information as may from time-to-time be required by Lender; not modify or change Guarantor’s method of accounting, permit Lender and any of Lender’s representatives, on demand, during Guarantor’s usual business hours, or the usual business hours of third persons having control thereof, to have access to and examine all of Guarantor’s books relating to any of Guarantor’s obligations to Lender, Guarantor’s financial condition and the results of Guarantor’s operations, and, in connection therewith, permit Lender or any of Lender’s representatives to copy and make extracts therefrom. Guarantor shall not be obligated to divulge to Lender any information regarding its clients except that after any Event of Default has occurred and is continuing, upon Lender’s written request, Borrower shall disclose to Lender the identity, contact information, payment history and accounts receivable information of such clients along with any other information Lender deems necessary to enforce its rights in or foreclose on such collateral. All of the foregoing books and records and other information shall be deemed to be Confidential Information and shall be subject to the provisions of Section 6.19 of the Loan Agreement, which is incorporated herein by reference as if fully set forth herein.

(b) Notifications. Guarantor shall promptly notify Lender of: (i) any material adverse change in Guarantor’s financial condition and of any condition or event which constitutes a breach of or event of default under this Guaranty; (ii) any material pending or threatened litigation, governmental investigations or claims, complaints, actions or prosecutions involving Guarantor or the collateral securing this Guaranty; or (iii) any material loss of or material damage to any collateral securing this Guaranty or of any adverse change, known to Guarantor, in the prospect of payment of any material sums due on any item of collateral securing this Guaranty.

(c) Reports. Upon Lender’s request, Guarantor shall deliver to Lender (if applicable) such reports and information available to Guarantor concerning the collateral securing this Guaranty as Lender may reasonably request. Such reports shall be in such form, for such periods, contain such information, and shall be rendered with such frequency as Lender may reasonably designate. All reports and information provided to Lender by Guarantor shall be complete and accurate in all material respects at the time provided.

(d) Further Assurances. It will from time to time as reasonably required by Lender perform such other acts, and execute and deliver to Lender such additional assignments, agreements and instruments, as Lender may reasonably request in connection with the administration and enforcement of this Guaranty and/or Lender’s rights, powers and remedies hereunder.

(e) Compliance with Laws. Guarantor will comply with all material Governmental Requirements.

16. Revival of Guaranty. If a claim (“Claim”) is made upon Lender at any time (whether before or after payment or performance in full of any of the Guaranteed Obligations) for repayment or recovery of any amount or other value received by Lender (from any source) in payment of, or on account of, any of the Guaranteed Obligations and if Lender repays such amount, returns value or otherwise becomes liable for all or part of such Claim by reason of (a) any judgment, decree or order of any court or administrative body or (b) any settlement or compromise of such Claim, Guarantor shall remain severally liable to Lender hereunder for the amount so repaid or returned or for which Lender is liable to the same extent if such payments or value had never been received by Lender, notwithstanding any termination of this Guaranty nor the cancellation of any note or other document evidencing the Guaranteed Obligations.

17. Continuing Guaranty. This Guaranty is a continuing guaranty, which shall remain effective without reaffirmation until Lender’s commitment to lend under the Loan Agreement has terminated and all Obligations have been paid in full. Guarantor acknowledges and agrees that a portion of the indebtedness of Borrower is a revolving credit and/or that the amount of such portion of the indebtedness may at any one time be zero dollars, which shall not constitute a termination of this Guaranty.

18. Collateral. Guarantor acknowledges that the Guaranteed Obligations are secured by the collateral described in the Security Agreement dated on or about the date hereof executed by Guarantor in favor of the Lender.

19. Miscellaneous.

(a) Notices. Any notice, demand or request required hereunder shall be given in writing (at the addresses set forth below) by any of the following means: (a) personal service; (b) telecopy; (c) overnight courier; or (d) registered or certified, first class U.S. mail, return receipt requested.

To Guarantor:	To Lender:
c/o Andersen Tax LLC 100 First Street Suite 1600 San Francisco, CA 94105 Attn: Chief Executive Officer	FIRST REPUBLIC BANK Attn: Commercial Loan Operations 111 Pine Street San Francisco, CA 94111 Fax: (415) 296-3563
with a copy to:
c/o Andersen Tax LLC 1177 Avenue of the Americas 18th Floor New York, NY 10036 Attn: Controller

or at such other address as such party may designate by ten (10) days’ advance written notice to the other party hereto pursuant to this Section. Any notice, demand or request sent pursuant to either subsection (a) or subsection (b) above shall be deemed received upon such personal service or upon dispatch by electronic means. Any notice, demand or request sent pursuant to subsection (c), above, shall be deemed received on the business day immediately following deposit with the overnight courier, and, if sent pursuant to subsection (d), above, shall be deemed received forty-eight (48) hours following deposit into the U.S. mail.

(b) No Waiver. No failure or delay by Lender or its assigns in exercising any right, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

(c) New York Law. The validity, interpretation, enforcement of this Guaranty and the rights of the parties hereunder shall be determined under, governed by and construed in accordance with the laws of the State of New York. The parties agree that all actions or proceedings arising in connection with this Guaranty shall be tried and litigated

only in the state courts or federal court located in the City of New York, State of New York. Guarantor waives any right Guarantor may have to assert the doctrine of forum non conveniens or to object to such venue and hereby consents to any court-ordered relief.

(d) Advice of Counsel. Guarantor expressly declares that they know and understand the contents of this Guaranty and has had an opportunity to consult with an attorney regarding it.

(e) Attorneys’ Fees. On demand, Guarantor shall reimburse Lender for all costs and expenses, including, without limitation, reasonable attorneys’ fees costs and disbursements (and fees and disbursements of Lender’s in-house counsel) (collectively the “Fees and Costs”) actually expended or incurred by Lender in any way in connection with: (a) the amendment, interpretation and enforcement of this Guaranty; (b) collecting any sum which becomes due Lender; (c) any proceeding, or any appeal; or (d) the protection, preservation of enforcement of any rights of Lender under this Guaranty. Fees and Costs shall include, without limitation, attorneys Fees and Costs incurred in connection with the following: (1) contempt proceedings; (2) discovery; (3) any motion, adversary proceeding, contested matter, confirmation or opposition to plan of reorganization or any other activity of any kind in connection with a bankruptcy case or relating to any petition under Title 11 of the Bankruptcy Code; (4) garnishment, levy, and debtor and third party examinations; and (5) postjudgment motions and proceedings of any kind, including without limitation any activity taken to collection or enforce any judgment.

(f) Agreement Binding; Assignability. This Guaranty shall be binding and deemed effective when executed by Guarantor and accepted and executed by Lender. This Guaranty shall bind and inure to the benefit of the respective executors, administrators, successors and assigns of each of the parties. Guarantor may not assign this Guaranty or any rights hereunder without Lender’s prior written consent and any prohibited assignment shall be void. No consent to an assignment by Lender shall release Guarantor from its obligations to Lender. Lender may assign, negotiate or grant participations in all or any part of Lender’s rights and benefits hereunder. In connection therewith, Lender may disclose all documents and information which Lender now has or hereafter may have relating to Guarantor or Guarantor’s business; provided that any assignee shall have agreed in writing to be bound by provisions substantially similar to those as set forth in Section 6.19 of the Loan Agreement.

(g) Joint and Several. If more than one party signs this Guaranty, this Guaranty shall be binding jointly and severally on each such Guarantor and its assets.

(h) Captions. Headings have been set forth herein for convenience only and shall not affect the interpretation or meanings of any provisions of this Guaranty. Unless the contrary is compelled by the context, everything contained in each article and section applies equally to this entire Guaranty.

(i) (I) Severability. Each provision of this Guaranty shall be severable from every other provision for the purpose of determining the legal enforceability of any specific provision.

(j) Further Assurances. Guarantor will promptly and duly execute and deliver to Lender such further documents and assurances and take such further action as Lender may from time to time reasonably request including, without limitation, any amendments hereto in order to establish and protect the rights, interests and remedies created or intended to be created in favor of Lender hereunder.

(k) Cumulative Rights. Guarantor’s liability and Lender’s rights, powers, and remedies hereunder and under any other agreement now or hereafter relating hereto, shall be cumulative and not alternative, and such rights, powers, and remedies shall be in addition to all rights, powers, and remedies given to Lender by law. This Guaranty is in addition to and exclusive of the guaranty of any other guarantors of any indebtedness of Borrower to Lender.

(l) Construction. Neither this Guaranty nor any uncertainty or ambiguity herein shall be construed or resolved against Lender, whether under any rule of construction or otherwise. This Guaranty has been reviewed by all parties and shall be construed according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of all parties hereto.

(m) No Third Party Beneficiaries. This Guaranty is entered into for the sole protection and benefit of Lender, and its successors and assigns. No other person shall have any rights hereunder.

(n) No Waiver by Lender. No waiver by the Lender of any of its rights or remedies in connection with this Guaranty shall be effective unless such waiver is in writing and signed by the Lender. No act or omission by Lender to exercise a right as to any event shall be construed as continuing, or as a waiver or release of, any subsequent right, remedy or recourse as to a subsequent event.

(o) Integration. Except as to currently existing obligations of Guarantor to Lender, all prioragreements, understandings, representations, warranties, and negotiations between the parties whether written or oral, if any, are merged into this Guaranty.

(p) Destruction of Guarantor’s Documents. Any documents, schedules, invoices or other papers delivered to Lender may be destroyed or otherwise disposed of by Lender six (6) months after they are delivered to or received by Lender unless Guarantor does request, in writing, the return of the said documents, schedule, invoices or other papers and makes arrangements, at Guarantor’s expense, for their return.

(q) Time of Essence. Time is of the essence of each provision of this Guaranty.

(r) Performance of Covenants. Guarantor shall perform all of its covenants under this Guaranty at its sole cost and expense.

(s) Term. This Guaranty shall continue in full force and effect as long as any of the Guaranteed Obligations are outstanding and the Commitment has not expired, and thereafter until terminated by written agreement of Lender promptly upon request of Guarantor.

(t) Amendment. This Guaranty may be modified, amended or terminated only by a written agreement signed by Guarantor and Lender.

20. Waiver of Jury Trial. LENDER AND GUARANTOR HEREBY VOLUNTARILY, UNCONDITIONALLY AND IRREVOCABLY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LITIGATION, ARBITRATION OR PROCEEDING IN A STATE OR FEDERAL COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS GUARANTY, OR THE OBLIGATIONS, OR ANY INSTRUMENT OR DOCUMENT DELIVERED IN CONNECTION WITH THIS GUARANTY, OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF, OR ANY OTHER CLAIM OR DISPUTE HOWSOEVER ARISING (INCLUDING TORT AND CLAIMS FOR BREACH OF DUTY), BETWEEN LENDER AND GUARANTOR.

IN WITNESS WHEREOF, the undersigned Guarantor has caused this Guaranty to be duly executed as of the day and year first above written.

Guarantor:
MD Investment LLC
By:	/s/ Mark L. Vorsatz
Name:	Mark L. Vorsatz
Title:	Chief Executive Officer

EX-10.30

Exhibit 10.30

CONTINUING GUARANTY OF PAYMENT AND PERFORMANCE

This Continuing Guaranty Of Payment And Performance (the “Guaranty”) is entered into by and between MD Management LLC (the “Guarantor”), in favor of First Republic Bank (the “Lender”) as of May 12, 2017.

A. Andersen Tax LLC (the “Borrower”), with which Guarantor is affiliated, has requested loans (collectively, the “Loan”) from the Lender which will be evidenced by the promissory notes in favor of the Lender dated on or about the date hereof, in the original principal amounts of $17,350,000 and $12,500,000, respectively (collectively, the “Note”). The Loan arises out of that certain Second Amended and Restated Loan Agreement dated on or about the date hereof (as amended from time to time, the “Loan Agreement”) executed by Borrower and the Lender. The Note and the Loan Agreement, together with all security agreements, guaranties, third party pledge agreements and all other documents now or hereafter executed by Borrower and delivered to Lender at Lender’s request in connection with the Loan, and all extensions, renewals, modifications and replacements of any or all of such documents to the extent permitted in accordance with the terms thereof, shall be referred to herein as the “Loan Documents.”

B. By virtue of Guarantor’s affiliation with the Borrower, Guarantor will benefit by the proceeds of the Loan to be provided to Borrower.

C. To induce Lender to enter into the Loan Agreement and to accept the Note and to advance funds to Borrower thereunder, Guarantor is delivering this Guaranty.

AGREEMENT

THEREFORE, in consideration of the foregoing and for other valuable consideration, the receipt and adequacy of which are hereby acknowledged, Guarantor hereby agrees as follows:

1. Definitions.

(a) For purposes of this Guaranty, the following terms have the following definitions:

(i) Bankruptcy Code means Title 11 of the United States Code entitled “Bankruptcy” as now or hereafter in effect, or any successor thereto.

(ii) Commitment has the meaning set forth in the Loan Agreement.

(iii) GAAP means generally accepted accounting principles in the United States of America, as in effect from time to time.

(iv) Governmental Requirement has the meaning set forth in the Loan Agreement.

(v) Person has the meaning set forth in the Loan Agreement.

(b) Each of the following terms has the meaning set forth in the section set forth opposite such term:

Defined Term	Section
Borrower	Recitals
Claim	16
Fees and Costs	18(e)
Guaranteed Obligations	2
Guarantor	Preamble
Guaranty	Preamble
Indebtedness	2(a)
Lender	Recitals
Loan	Recitals
Loan Agreement	Recitals
Loan Documents	Recitals
Note	Recitals

Loan Nos.:    and

Obligor No.:

2. Guaranty.

(a) Guaranty of Obligations. Guarantor hereby guaranties to Lender, its successors and assigns, as primary obligors and not merely as surety, the full and faithful payment of all amounts owed and performance of each and every one of the obligations, responsibilities and undertakings to be carried out, performed or observed by Borrower under the Loan Documents and all documents executed in connection therewith and any other agreements or indebtedness of Borrower to Lender (hereafter collectively referred to as the “Guaranteed Obligations”). The word “indebtedness” is used herein in its most comprehensive sense and includes any and all loans, advances, debts, lease obligations, and other obligations and liabilities of Borrower, heretofore, now, or hereafter made, incurred or created, whether voluntary or involuntary and however arising, whether due or not due, absolute or contingent, liquidated or nonliquidated, determined or undetermined, whether Borrower may be liable individually or jointly with others, or whether recovery upon such indebtedness may be or hereafter become barred or otherwise unenforceable.

(b) Guaranty of Performance. If at any time Borrower, its successors or permitted assigns, fails, neglects or refuses to pay amounts or perform any of its obligations, responsibilities or undertakings as expressly provided pursuant to the terms and conditions of the Guaranteed Obligations, then Guarantors shall pay such amounts or perform or cause to be performed such obligation, responsibility or undertaking as required pursuant to the terms and conditions of the Guaranteed Obligations.

3. Absolute. This Guaranty is an irrevocable, absolute, present and unconditional continuing guaranty. The obligations of Guarantor under this Guaranty shall not be affected, reduced, modified or impaired upon the happening from time to time of any of the following events, whether or not with notice to (except as notice is otherwise expressly required herein) or the consent of Guarantor:

(a) Failure to Give Notice. The failure to give notice to Guarantor of the occurrence of a default under the terms and provisions of this Guaranty or the Guaranteed Obligations;

(b) Modification or Amendment. The amendment, acceleration, renewal or extension of any obligation, covenant or agreement or the Guaranteed Obligations;

(c) Lender’s Failure to Exercise Rights. Any failure, omission, delay by, or inability on the part of Lender to assert or exercise any right, power or remedy conferred on Lender in this Guaranty or the Guaranteed Obligations as the case may be, including the failure to execute on collateral held for this Guaranty, the Guaranteed Obligations or the Loan Documents;

(d) Change in Borrower. A termination, dissolution, consolidation or merger of Borrower with or into any other entity, the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of Borrower’s assets, the marshalling of Borrower’s assets and liabilities, the receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or readjustment of, or other similar proceedings affecting Borrower, Guarantor, or any of the assets of either;

(e) Subordination or Release of Security. Any subordination or release of any collateral now or hereafter held by Lender for the performance of the Guaranteed Obligations;

(f) Assignment. The assignment of any right, title or interest of Lender herein or in the Loan Documents to any other person; or

(g) Extent of Guarantor’s Obligations. Any other cause or circumstance, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing; it is the intent of Guarantor that the obligations hereunder shall not be discharged except by: (i) payment of amounts owing pursuant to this Guaranty and/or Guaranteed Obligations, then only to the extent of such payment or payments; or (ii) full performance of obligations under this Guaranty and/or Guaranteed Obligations, then only to the extent of such performed or discharged obligation or obligations.

4. Guaranty of Payment. The liability of Guarantors on this Guaranty is a guaranty of payment and performance and not of collectibility, and is not conditional or contingent on the genuineness, validity, regularity, or enforceability of the Guaranteed Obligations or the pursuit by Lender of any remedies that it now has or may hereafter have with respect thereto, or the cessation of Borrower’s liability for any reason other than full performance under the Loan Documents, including, without limitation, any and all obligation to indemnify Lender.

5. Authorization. Guarantor hereby authorizes Lender, without notice or demand and without affecting its liability hereunder, and without consent of Guarantor or prior notice to Guarantor, from time to time to: (a) make any modifications to the Guaranteed Obligations with the consent of the parties thereto; (b) assign the Guaranteed Obligations and this Guaranty; (c) take and hold security for the performance of the obligations guarantied herein with the consent of the party providing such security; and (d) accept additional guarantors.

6. Waiver and Release by Guarantor.

(a) Enforcement Against Other Parties. Guarantor hereby waives the right to require Lender to: (i) proceed against Borrower or any other Person or guarantor; (ii) proceed or exhaust any security held from any Person; (iii) proceed against any other guarantor; or (iv) pursue any other remedy available to Lender. Guarantor acknowledges that its affiliated Persons, Andersen Tax Holdings LLC and MD Investment LLC, are also executing guaranties with respect to Borrower’s obligations under the Loan Documents, and that the rights of Lender hereunder shall not in any way be limited or stayed as a result of said guaranties.

(b) Subrogation. Until the Guaranteed Obligations have been paid or otherwise discharged in full, Guarantor does hereby waive all rights of subrogation and any right to enforce any remedy which Lender now has, or may have, against Borrower or any other guarantor, and Guarantor does hereby waive any benefit of, and any right to participate in, any security now or hereafter held by Lender. Guarantor hereby waives any defense it may have now or in the future based on any election of remedies by Lender which destroys Guarantor’s subrogation rights or Guarantor’s rights to proceed against Borrower for reimbursement and Guarantor acknowledges that it will be liable to Lender even though Guarantor may well have no such recourse against Borrower.

(c) Notices. Guarantor hereby waives notice of (i) acceptance and reliance on this Guaranty, (ii) notice of renewal, extension or modification of any of the Guaranteed Obligations, and (iii) notice of default or demand in the case of default.

(d) Release of Third Parties. Guarantor hereby waives any right or defense it may now or hereafter have based upon (i) Lender’s release of any party who may be obligated to Lender; (ii) Lender’s release or impairment of any collateral for the Guaranteed Obligations; and (iii) the modification or extension of the obligations or agreements guaranteed under this Guaranty.

(e) Statute of Limitations. Guarantor hereby waives any statute of limitations affecting liability under this Guaranty or the enforceability of this Guaranty.

(f) Cessation of Liability of Borrower. Guarantor waives any defense arising by reason of any disability or other defense of Borrower or by reason of the cessation from any cause whatsoever of the liability of Borrower.

(g) Confidentiality of Accounting. Guarantor waives the right to assert a confidential relationship, if any, Guarantor may have with any accounting firm and/or service bureau in connection with any information requested by Lender pursuant to or in accordance with this Guaranty or any agreement in connection with this Guaranty, and agrees that Lender may contact directly any such accounting firm and/or service bureau in order to obtain such information.

(h) Duty of Disclosure. Guarantor hereby waives any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about Borrower or Borrower financial condition regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume, or has reason to believe that such facts are unknown to Guarantor, or has a reasonable opportunity to communicate such facts to Guarantor.

7. Information. Guarantor hereby represents that Guarantor is fully aware of the financial condition and operation of Borrower and is in a position by virtue of its relationship to Borrower to obtain all necessary financial and operational information concerning Borrower. Lender need not disclose to Guarantors any information about: (i) the Guaranteed Obligations or any modification thereto, and any action or non-action in connection therewith; (ii) any other obligation guarantied hereby; (iii) the financial condition or operation of Borrower; or (iv) any other guaranties.

8. Subordination. Until the Guaranteed Obligations have been paid or otherwise discharged in full, Guarantor does hereby subordinate any and all liability or indebtedness of Borrower owed to Guarantors to the obligations of Borrower to Lender which arise under the Loan Documents.

9. Lender’s Setoff Rights. Lender shall have the right to enforce any statutory banker’s liens and other rights of setoff without demand on or notice to Guarantor, and no waiver or release of any such lien or right of setoff shall be valid or enforceable against Lender unless such waiver is expressly set forth in a written agreement signed by Lender.

10. Effect of Borrower’s Bankruptcy. The liability of the Guarantor under this Guaranty shall in no way be affected by: (a) the release or discharge of Borrower in any creditor proceeding, receivership, bankruptcy, or other proceeding; (b) the impairment, limitation, or modification of the liability of Borrower or the estate of Borrower, or of any remedy for the enforcement of Borrower’s liability, which may result from the operation of any present or future provision of the Bankruptcy Code or any insolvency, debtor relief statute (state or federal), or any other statute, or from the decision of any court; (c) the rejection or disaffirmance of the indebtedness, or any portion of the indebtedness, in any such proceeding; or the cessation, from any cause whatsoever, whether consensual or by operation of law, of the liability of Borrower to any beneficiary resulting from any such proceeding.

11. Claims in Bankruptcy. If Guarantor has not paid Lender the amounts owed under this Guaranty, Guarantor will file all claims against Borrower in any bankruptcy or other liquidation proceeding on any indebtedness of Borrower to the Guarantor, and will assign to Lender all rights of Guarantor on any such indebtedness. If Guarantor does not file any such claim, Lender, as attorney-in-fact for Guarantor, is authorized to do so in the name of Guarantor, or, in Lender’s discretion, to assign the claim and to file a proof of claim in the name of Lender’s nominee. In all such cases, whether in bankruptcy or otherwise, the Person or Persons authorized to pay such claim shall pay to Lender the full amount of any such claim, and, to the full extent necessary for that purpose, Guarantor assigns to Lender all of Guarantor’s rights to any such payments or distributions to which Guarantor would otherwise be entitled.

12. Applications of Payments. With or without notice to Guarantor, Lender, in its sole discretion and at any time and from time to time and in such manner and on such terms as it deems fit may: (a) apply any or all payments or recoveries from Borrower, from Guarantor, or from any other guarantors or endorser under this or any other instrument, or realized from any security, to the indebtedness of Borrower to Lender under the Loan Documents, in such order or priority as Lender sees fit, whether such indebtedness is guaranteed by this Guaranty or is otherwise secured or is due at the time of such application; and (b) refund to Borrower any payment received by Lender on any indebtedness hereby guaranteed and payment of the amount refunded shall be fully guaranteed hereby.

13. Representations and Warranties. Guarantor hereby represents and warrants to Lender that:

(a) Solvency. To the best of Guarantor’s knowledge, upon execution of this Guaranty, Guarantor will be liquid; the total value of its assets will exceed its liabilities (contingent and non-contingent); and it will be able to pay its debts as they come due.

(b) Authorization and Enforceability. Guarantor has duly authorized by all necessary action the execution, delivery and performance of this Guaranty and neither its execution and delivery of this Guaranty nor its consummation of the transactions contemplated by this Guaranty nor its compliance with any of the terms and provisions of this Guaranty does or will require any approval not yet received of its members or any approval or consent of any trustee or holders of any of its obligations and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Guarantor or the party which executes the same, enforceable in accordance with their respective terms.

(c) No Violation. The execution, delivery and performance by Guarantor of this Guaranty shall not: (a) violate any law or regulation by which Guarantor is bound; (b) to the best of Guarantor’s knowledge constitute an event of default under any agreement to which Guarantor is now a party or by which Guarantor may be bound; or (c) will conflict with or result in the breach of, or require any consent under, the organizational documents of Guarantor.

(d) Financial Statements. All financial statements and information relating to Guarantor which have been delivered by Guarantor to Lender are true and correct and have been prepared in accordance with GAAP consistently applied, and there has been no material adverse change in the financial condition of Guarantor since its submission.

(e) No Litigation. There are not presently any actions or proceedings pending by or against Guarantor before any court or administrative agency, and Guarantor has no knowledge of any material pending, threatened or imminent litigation, governmental investigations or claims, complaints, actions or prosecutions involving Guarantor which would have a material adverse effect on the financial condition of Guarantor, except as heretofore disclosed in writing to Lender.

(f) Place of Business. Guarantor’s sole place of business or chief executive office or residence is as set forth in Section 19(a), and Guarantor covenants and agrees that Guarantor will not, during the term of this Guaranty, without prior written notification to Lender, relocate said sole place of business or chief executive office or residence.

(g) Taxes. All assessments and taxes, due or payable by, or imposed, levied or assessed against any item of Guarantor or Guarantor’s assets, have been paid in full before delinquency or are being contested in good faith with appropriate reserves having been established by Guarantor.

(h) Continuing and Cumulative Warranties. Guarantor’s warranties and representations set forth in this Section shall be true and correct at the time of execution of this Guaranty by Guarantor and shall constitute continuing representations and warranties as long as any of the Guaranteed Obligations remain unpaid or unperformed. The warranties, representations and agreements set forth herein shall be cumulative and in addition to any and all other warranties, representations and agreements which Guarantor shall give, or cause to be given, to Lender, either now or hereafter.

14. General Negative Covenants. During the term hereof and so long as any Guaranteed Obligations remain unpaid or unperformed, Guarantor will not:

(a) Change in Identity. Without prior notice to Lender, change Guarantor’s name, business structure, identity, or state of formation; nor will Guarantor add any new fictitious name, or relocate Guarantor’s sole place of business or chief executive office or residence.

(b) Relocation or Transfer. Other than in the ordinary course of Guarantor’s business, sell, lease, abandon or otherwise dispose of, move, relocate, or transfer, whether by sale or otherwise without Lender’s prior written consent: (i) Guarantor’s business, or (ii) any item of collateral securing this Guaranty.

(c) Acquisitions and Merger. Without prior notice to Lender, acquire, merge or consolidate with or into any other business organization or enter into any partnership, joint venture or other combination; or purchase or lease all or the greater part of the assets or business of another.

15. General Affirmative Covenants. Guarantor hereby covenants and agrees that during the term hereof and until all Guaranteed Obligations are fully paid and performed:

(a) Accounting Methods. Guarantor shall maintain an accurate system of accounting, consistently applied, with records pertaining to Guarantor’s assets which contain information as may from time-to-time be required by Lender; not modify or change Guarantor’s method of accounting, permit Lender and any of Lender’s representatives, on demand, during Guarantor’s usual business hours, or the usual business hours of third persons having control thereof, to have access to and examine all of Guarantor’s books relating to any of Guarantor’s obligations to Lender, Guarantor’s financial condition and the results of Guarantor’s operations, and, in connection therewith, permit Lender or any of Lender’s representatives to copy and make extracts therefrom. Guarantor shall not be obligated to divulge to Lender any information regarding its clients except that after any Event of Default has occurred and is continuing, upon Lender’s written request, Borrower shall disclose to Lender the identity, contact information, payment history and accounts receivable information of such clients along with any other information Lender deems necessary to enforce its rights in or foreclose on such collateral. All of the foregoing books and records and other information shall be deemed to be Confidential Information and shall be subject to the provisions of Section 6.19 of the Loan Agreement, which is incorporated herein by reference as if fully set forth herein.

(b) Notifications. Guarantor shall promptly notify Lender of: (i) any material adverse change in Guarantor’s financial condition and of any condition or event which constitutes a breach of or event of default under this Guaranty; (ii) any material pending or threatened litigation, governmental investigations or claims, complaints, actions or prosecutions involving Guarantor or the collateral securing this Guaranty; or (iii) any material loss of or material damage to any collateral securing this Guaranty or of any adverse change, known to Guarantor, in the prospect of payment of any material sums due on any item of collateral securing this Guaranty.

(c) Reports. Upon Lender’s request, Guarantor shall deliver to Lender (if applicable) such reports and information available to Guarantor concerning the collateral securing this Guaranty as Lender may reasonably request. Such reports shall be in such form, for such periods, contain such information, and shall be rendered with such frequency as Lender may reasonably designate. All reports and information provided to Lender by Guarantor shall be complete and accurate in all material respects at the time provided.

(d) Further Assurances. It will from time to time as reasonably required by Lender perform such other acts, and execute and deliver to Lender such additional assignments, agreements and instruments, as Lender may reasonably request in connection with the administration and enforcement of this Guaranty and/or Lender’s rights, powers and remedies hereunder.

(e) Compliance with Laws. Guarantor will comply with all material Governmental Requirements.

16. Revival of Guaranty. If a claim (“Claim”) is made upon Lender at any time (whether before or after payment or performance in full of any of the Guaranteed Obligations) for repayment or recovery of any amount or other value received by Lender (from any source) in payment of, or on account of, any of the Guaranteed Obligations and if Lender repays such amount, returns value or otherwise becomes liable for all or part of such Claim by reason of (a) any judgment, decree or order of any court or administrative body or (b) any settlement or compromise of such Claim, Guarantor shall remain severally liable to Lender hereunder for the amount so repaid or returned or for which Lender is liable to the same extent if such payments or value had never been received by Lender, notwithstanding any termination of this Guaranty nor the cancellation of any note or other document evidencing the Guaranteed Obligations.

17. Continuing Guaranty. This Guaranty is a continuing guaranty, which shall remain effective without reaffirmation until Lender’s commitment to lend under the Loan Agreement has terminated and all Obligations have been paid in full. Guarantor acknowledges and agrees that a portion of the indebtedness of Borrower is a revolving credit and/or that the amount of such portion of the indebtedness may at any one time be zero dollars, which shall not constitute a termination of this Guaranty.

18. Collateral. Guarantor acknowledges that the Guaranteed Obligations are secured by the collateral described in the Security Agreement dated on or about the date hereof executed by Guarantor in favor of Lender.

19. Miscellaneous.

(a) Notices. Any notice, demand or request required hereunder shall be given in writing (at the addresses set forth below) by any of the following means: (a) personal service; (b) telecopy; (c) overnight courier; or (d) registered or certified, first class U.S. mail, return receipt requested.

To Guarantor:	To Lender:
c/o Andersen Tax LLC 100 First Street Suite 1600 San Francisco, CA 94105 Attn: Chief Executive Officer	FIRST REPUBLIC BANK Attn: Commercial Loan Operations 111 Pine Street San Francisco, CA 94111 Fax: (415) 296-3563
with a copy to:
c/o Andersen Tax LLC 1177 Avenue of the Americas 18th Floor New York, NY 10036

or at such other address as such party may designate by ten (10) days’ advance written notice to the other party hereto pursuant to this Section. Any notice, demand or request sent pursuant to either subsection (a) or subsection (b) above shall be deemed received upon such personal service or upon dispatch by electronic means. Any notice, demand or request sent pursuant to subsection (c), above, shall be deemed received on the business day immediately following deposit with the overnight courier, and, if sent pursuant to subsection (d), above, shall be deemed received forty-eight (48) hours following deposit into the U.S. mail.

(b) No Waiver. No failure or delay by Lender or its assigns in exercising any right, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

(c) New York Law. The validity, interpretation, enforcement of this Guaranty and the rights of the parties hereunder shall be determined under, governed by and construed in accordance with the laws of the State of New York. The parties agree that all actions or proceedings arising in connection with this Guaranty shall be tried and litigated only in the state courts or federal court located in the City of New York, State of New York. Guarantor waives any right Guarantor may have to assert the doctrine of forum non conveniens or to object to such venue and hereby consents to any court-ordered relief.

(d) Advice of Counsel. Guarantor expressly declares that they know and understand the contents of this Guaranty and has had an opportunity to consult with an attorney regarding it.

(e) Attorneys’ Fees. On demand, Guarantor shall reimburse Lender for all costs and expenses, including, without limitation, reasonable attorneys’ fees costs and disbursements (and fees and disbursements of Lender’s in-house counsel) (collectively the “Fees and Costs”) actually expended or incurred by Lender in any way in connection with: (a) the amendment, interpretation and enforcement of this Guaranty; (b) collecting any sum which becomes due Lender; (c) any proceeding, or any appeal; or (d) the protection, preservation of enforcement of any rights of Lender under this Guaranty. Fees and Costs shall include, without limitation, attorneys Fees and Costs incurred in connection with the following: (1) contempt proceedings; (2) discovery; (3) any motion, adversary proceeding, contested matter, confirmation or opposition to plan of reorganization or any other activity of any kind in connection with a bankruptcy case or relating to any petition under Title 11 of the Bankruptcy Code; (4) garnishment, levy, and debtor and third party examinations; and (5) postjudgment motions and proceedings of any kind, including without limitation any activity taken to collection or enforce any judgment.

(f) Agreement Binding; Assignability. This Guaranty shall be binding and deemed effective when executed by Guarantor and accepted and executed by Lender. This Guaranty shall bind and inure to the benefit of the respective executors, administrators, successors and assigns of each of the parties. Guarantor may not assign this Guaranty or any rights hereunder without Lender’s prior written consent and any prohibited assignment shall be void. No consent to an assignment by Lender shall release Guarantor from its obligations to Lender. Lender may assign, negotiate or grant participations in all or any part of Lender’s rights and benefits hereunder. In connection therewith, Lender may disclose all documents and information which Lender now has or hereafter may have relating to Guarantor or Guarantor’s business; provided that any assignee shall have agreed in writing to be bound by provisions substantially similar to those as set forth in Section 6.19 of the Loan Agreement.

(g) Joint and Several. If more than one party signs this Guaranty, this Guaranty shall be binding jointly and severally on each such Guarantor and its assets.

(h) Captions. Headings have been set forth herein for convenience only and shall not affect the interpretation or meanings of any provisions of this Guaranty. Unless the contrary is compelled by the context, everything contained in each article and section applies equally to this entire Guaranty.

(i) Severability. Each provision of this Guaranty shall be severable from every other provision for the purpose of determining the legal enforceability of any specific provision.

(j) Further Assurances. Guarantor will promptly and duly execute and deliver to Lender such further documents and assurances and take such further action as Lender may from time to time reasonably request including, without limitation, any amendments hereto in order to establish and protect the rights, interests and remedies created or intended to be created in favor of Lender hereunder.

(k) Cumulative Rights. Guarantor’s liability and Lender’s rights, powers, and remedies hereunder and under any other agreement now or hereafter relating hereto, shall be cumulative and not alternative, and such rights, powers, and remedies shall be in addition to all rights, powers, and remedies given to Lender by law. This Guaranty is in addition to and exclusive of the guaranty of any other guarantors of any indebtedness of Borrower to Lender.

(l) Construction. Neither this Guaranty nor any uncertainty or ambiguity herein shall be construed or resolved against Lender, whether under any rule of construction or otherwise. This Guaranty has been reviewed by all parties and shall be construed according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of all parties hereto.

(m) No Third Party Beneficiaries. This Guaranty is entered into for the sole protection and benefit of Lender, and its successors and assigns. No other person shall have any rights hereunder.

(n) No Waiver by Lender. No waiver by the Lender of any of its rights or remedies in connection with this Guaranty shall be effective unless such waiver is in writing and signed by the Lender. No act or omission by Lender to exercise a right as to any event shall be construed as continuing, or as a waiver or release of, any subsequent right, remedy or recourse as to a subsequent event.

(o) Integration. Except as to currently existing obligations of Guarantor to Lender, all prior agreements, understandings, representations, warranties, and negotiations between the parties whether written or oral, if any, are merged into this Guaranty.

(p) Destruction of Guarantor’s Documents. Any documents, schedules, invoices or other papers delivered to Lender may be destroyed or otherwise disposed of by Lender six (6) months after they are delivered to or received by Lender unless Guarantor does request, in writing, the return of the said documents, schedule, invoices or other papers and makes arrangements, at Guarantor’s expense, for their return.

(q) Time of Essence. Time is of the essence of each provision of this Guaranty.

(r) Performance of Covenants. Guarantor shall perform all of its covenants under this Guaranty at its sole cost and expense.

(s) Term. This Guaranty shall continue in full force and effect as long as any of the Guaranteed Obligations are outstanding and the Commitment has not expired, and thereafter until terminated by written agreement of Lender promptly upon request of Guarantor.

(t) Amendment. This Guaranty may be modified, amended or terminated only by a written agreement signed by Guarantor and Lender.

20. Waiver of Jury Trial. LENDER AND GUARANTOR HEREBY VOLUNTARILY, UNCONDITIONALLY AND IRREVOCABLY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LITIGATION, ARBITRATION OR PROCEEDING IN A STATE OR FEDERAL COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS GUARANTY, OR THE OBLIGATIONS, OR ANY INSTRUMENT OR DOCUMENT DELIVERED IN CONNECTION WITH THIS GUARANTY, OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF, OR ANY OTHER CLAIM OR DISPUTE HOWSOEVER ARISING (INCLUDING TORT AND CLAIMS FOR BREACH OF DUTY), BETWEEN LENDER AND GUARANTOR.

IN WITNESS WHEREOF, the undersigned Guarantor has caused this Guaranty to be duly executed as of the day and year first above written.

Guarantor:
MD Management LLC
By:	/s/ Mark L. Vorsatz
Name:	Mark L. Vorsatz
Title:	Chief Executive Officer

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the use in the Prospectus constituting a part of this Registration Statement of our report dated April 25, 2025, relating to the financial statement of Andersen Group Inc., which is contained in that Prospectus.

We also consent to the reference to us under the caption “Experts” in the Prospectus.

/s/ BDO USA, P.C.

 

New York, New York

September 19, 2025

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We hereby consent to the use in the Prospectus constituting a part of this Registration Statement of our report dated April 25, 2025, relating to the consolidated financial statements of Andersen Tax Holdings LLC, which is contained in that Prospectus.

We also consent to the reference to us under the caption “Experts” in the Prospectus.

/s/ BDO USA, P.C.

New York, New York

September 19, 2025

EX-99.1

Exhibit 99.1

CONSENT OF DIRECTOR NOMINEE

I consent to the use of my name as a Director Nominee in the Registration Statement filed by Andersen Group Inc. on Form S-1 and each related Prospectus and each further amendment or supplement thereto.

Dated: September 19, 2025

/s/ Joseph Karczewski

Name: Joseph Karczewski

EX-99.2

Exhibit 99.2

CONSENT OF DIRECTOR NOMINEE

I consent to the use of my name as a Director Nominee in the Registration Statement filed by Andersen Group Inc. on Form S-1 and each related Prospectus and each further amendment or supplement thereto.

Dated: September 19, 2025

/s/ Dorice Pepin

Name: Dorice Pepin

EX-FILING FEES

Calculation of Filing Fee Tables

S-1

Andersen Group Inc.

Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable

		Security Type	Security Class Title	Fee Calculation or Carry Forward Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee	Carry Forward Form Type	Carry Forward File Number	Carry Forward Initial Effective Date	Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward
Newly Registered Securities
Fees to be Paid	1	Equity	Class A common stock, par value $0.0001 per share	457(o)			$ 100,000,000.00	0.0001531	$ 15,310.00
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities
			Total Offering Amounts:				$ 100,000,000.00		$ 15,310.00
			Total Fees Previously Paid:						$ 0.00
			Total Fee Offsets:						$ 0.00
			Net Fee Due:						$ 15,310.00

Offering Note

¹ (1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. (2) Includes the aggregate offering price of additional shares of Class A common stock that the underwriters have the option to purchase to solely cover over-allotments, if any.

Table 2: Fee Offset Claims and Sources ☑Not Applicable

		Registrant or Filer Name	Form or Filing Type	File Number	Initial Filing Date	Filing Date	Fee Offset Claimed	Security Type Associated with Fee Offset Claimed	Security Title Associated with Fee Offset Claimed	Unsold Securities Associated with Fee Offset Claimed	Unsold Aggregate Offering Amount Associated with Fee Offset Claimed	Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Fee Offset Sources	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Rule 457(p)
Fee Offset Claims	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Fee Offset Sources	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A

Table 3: Combined Prospectuses ☑Not Applicable

	Security Type	Security Class Title	Amount of Securities Previously Registered	Maximum Aggregate Offering Price of Securities Previously Registered	Form Type	File Number	Initial Effective Date
N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A

XML

Submission	Sep. 16, 2025
Submission [Line Items]
Central Index Key	0002065708
Registrant Name	Andersen Group Inc.
Form Type	S-1
Submission Type	S-1
Fee Exhibit Type	EX-FILING FEES
Offering Table N/A
Offset Table N/A	N/A
Combined Prospectus Table N/A	N/A

XML

Offerings - Offering: 1	Sep. 16, 2025 USD ($)
Offering:
Fee Previously Paid	false
Rule 457(o)	true
Security Type	Equity
Security Class Title	Class A common stock, par value $0.0001 per share
Maximum Aggregate Offering Price	$ 100,000,000.00
Fee Rate	0.01531%
Amount of Registration Fee	$ 15,310.00
Offering Note	(1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. (2) Includes the aggregate offering price of additional shares of Class A common stock that the underwriters have the option to purchase to solely cover over-allotments, if any.

XML

Fees Summary	Sep. 16, 2025 USD ($)
Fees Summary [Line Items]
Total Offering	$ 100,000,000.00
Previously Paid Amount	0.00
Total Fee Amount	15,310.00
Total Offset Amount	0.00
Net Fee	$ 15,310.00