Opsens : Management’s Discussion & analysis for the year 2023

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS FOR THE YEAR ENDED AUGUST 31, 2023

The following comments are intended to provide a review and analysis of the results of operations, financial condition, and cash flows of OpSens Inc. for the year ended August 31, 2023, in comparison with the corresponding year ended August 31, 2022. In this Management's Discussion and Analysis ("MD&A"), "OpSens," "the Company," "we," "us" and "our" mean OpSens Inc. and its subsidiaries. This MD&A should be read and interpreted in conjunction with the information contained in our annual consolidated financial statements for the years ended August 31, 2023, and 2022, which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board. This document was prepared on November 21, 2023. All amounts are in Canadian dollars unless otherwise indicated.

This MD&A contains forward-looking statements with respect to the Company. These forward-looking statements, by their nature, require the Company to make certain assumptions and necessarily involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward- looking statements. Forward-looking statements are not guarantees of performance. These forward-looking statements, including financial outlooks, may involve, but are not limited to, comments with respect to the Company's business or financial objectives, its strategies or future actions, its targets, expectations for financial condition or outlook for operations and future contingent payments. Words such as "may," "will," "would," "could," "expect," "believe," "plan," "anticipate," "intend," "estimate," "continue," or the negative or comparable terminology, as well as terms usually used in the future and conditional, are intended to identify forward-looking statements.

Information contained in forward-looking statements is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management's perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances. The Company considers these assumptions to be reasonable based on all currently available information but cautions the reader that these assumptions regarding future events, many of which are beyond its control, may ultimately prove to be incorrect since they are subject to risks and uncertainties that affect the Company and its business. The forward-looking information set forth therein reflects the Company's expectations as of November 21, 2023, and is subject to change after this date. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by law.

OVERVIEW

OpSens is a leader in advanced 2nd generation fiber optic sensor applications for cardiovascular interventions. The Company's current primary focus is the measurement of Fractional Flow Reserve ("FFR") and the diastolic pressure algorithm ("dPR") in the coronary artery disease market. OpSens offers an optical guidewire (OptoWire) powered by the 2nd generation optical sensor, Fidela, to measure pressure in the diagnosis and to improve clinical outcomes in patients with coronary artery disease. OpSens recently entered the large and rapidly growing structural heart space with its introduction of the SavvyWire as the first and only Sensor-Guided TAVR solution, designed to support TAVR efficiency and lifetime patient management. OpSens also operates in the Industrial segment through its wholly-owned subsidiary OpSens Solutions Inc. ("Solutions"). Solutions develops, manufactures, and installs innovative measurement solutions using fibre optic sensors for critical and demanding industrial applications.

OpSens owns 21 patents and has four pending patents to protect its technologies in the Medical and Industrial sectors.

On October 10, 2023, the Company entered into a definitive arrangement agreement with Haemonetics Corporation ("Haemonetics"), a global healthcare company and 9500-7704 Quebec Inc., a wholly-owned subsidiary of Haemonetics, whereby Haemonetics will indirectly acquire all of the issued and outstanding common shares in the capital of the Company. Haemonetics' offer of $2.90 per share in cash values the Company at approximately $345 million, on a fully diluted equity basis.

The transaction has been unanimously approved by the Company's board of directors and completion thereof remains subject to the approval of the Company's shareholders as well as other customary conditions, including certain regulatory approvals and the issuance of a final order by the Quebec Superior Court.

SECTORS OF ACTIVITY

In the Medical sector, OpSens markets the OptoWire and OptoMonitor to diagnose coronary artery disease. The OptoWire provides cardiologists with an optimized pressure guidewire to navigate coronary arteries and cross blockages with ease while measuring intracoronary blood pressure. This procedure is called FFR measurement, also referred to as physiological measurement.

OpSens has obtained the required regulatory approvals for the OptoWire and OptoMonitor in the world's largest markets, namely the United States, Europe (including the Middle East), Japan and Canada. Furthermore, the need to diagnose coronary artery disease without hyperemia induced by the injection of heart-stimulating drugs has emerged. OpSens has developed its proprietary diastolic pressure ratio to meet this need. Non-Hyperemic Pressure Resting indices ("NHPR"), such as OpSens' dPR, are beneficial for some patients as they reduce procedure time, costs, and discomfort. This product is available through the OptoMonitor and works in combination with the OptoWire. OpSens' dPR is marketed in Japan, the United States, Canada, and Europe.

OpSens has established a direct sales force in the United States and Canada and primarily utilizes distributors in Europe (including the Middle East) and Asia Pacific.

OpSens is currently in the early phase of the broader commercialization of its proprietary SavvyWire, a product targeting structural heart market, one of the fastest growing segments of interventional cardiology. The SavvyWire is developed specifically for transcatheter aortic valve replacement ("TAVR"), was approved in Canada in April 2022, and cleared by the FDA for the U.S. market in September 2022.

OpSens also provides its proprietary sensing technology in the form of highly customizable microscale fiber optic sensors for pressure and temperature, which can be used in a wide range of applications and are designed to be integrated seamlessly into medical devices and life science research environments.

In the Industrial sector, OpSens' expertise, technology, and products meet the needs of multiple markets, including aerospace, nuclear, military, power electronics, geotechnical, and mining. OpSens' portfolio of products and technologies can be adapted to measure various parameters under the most difficult conditions and bring significant benefits in terms of optimizing production and reducing risks to the environment and health.

As an example, fibre optic sensors perform well in the presence of electromagnetic fields, radio frequencies, micro- waves, high-intensity magnetic waves (MR) or high-temperatures, elements that typically disrupt results with conventional sensors. Customers' needs are wide-ranging and require measuring various parameters like pressure, temperature, strain, and others.

The Company focuses on business opportunities with the highest returns and has developed new products to fulfill their specific needs. As an example, the new OPP-GD fibre optic differential pressure sensor and the new radiation- resistant fibre optic pressure and temperature sensor have captured the attention of many industries such as aerospace and nuclear.

MARKET OVERVIEW

In the Medical sector, coronary artery disease represents a significant and growing opportunity for the Company. The prevalence of coronary artery disease is increasing rapidly. In the AHA report "Heart Disease and Stroke Statistics" - based on health data compiled in more than 190 countries - coronary heart disease was the leading cause of death worldwide in 2017 with 17.3 million deaths per year. This number is expected to exceed 23.6 million deaths in 2030. Coronary heart disease is one of the leading causes of death in the developed world, and the cost of managing and treating this disease is a significant burden to society. The benefits of FFR in patients with chronic coronary artery disease were demonstrated through randomized clinical trials studies such as FAME I and FAME II published in 2009 and 2012 in the New England Journal of Medicine (NEJM) and several other outcome studies. FFR-guided treatment, compared to assessment based only on angiography, led, after one year, respectively to a reduction of about 30% in mortality, myocardial infarction, readmission for revascularization through percutaneous coronary intervention and coronary bypass (FAME I study). FFR-guided treatment, compared to optimal medical therapy, also showed a

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reduction of almost 90% in the risk of urgent revascularizations (FAME II study). Several reports also showed how inaccurate diagnoses can lead to unnecessary use of "stents" to treat the coronary artery disease.

FFR-guided treatment, following the publication of FAME I and FAME II, have been recognized with the highest recommendation (Class IA) by the European Society of Cardiology (ESC). In the United States, support for the increase in the use of physiologic measurement continues to grow. In March 2017, the appropriate use criteria ("AUC") for chronic ischemic heart disease were updated to emphasize the use of FFR given its importance. The goal of the AUC is to provide a framework for assessing general clinical practices and improving the quality of care. The new AUCs reflect a recognition of the role and value of FFR, which should be beneficial for an expansion in the use of FFR technologies. Payers, including Medicare, use the AUC to help formulate their repayment criteria.

In April 2018, the Ministry of Health, Labour and Welfare ("MHLW") in Japan introduced a new regulation requiring the physiology evaluation of all coronary artery stenosis prior to its treatment, specifically mentioning FFR as an evaluation method. The MHLW revised medical fees and established a requirement to assess functional ischemia (blockage of arteries) prior to treatment.

In the late 2010s, the use of non-hyperemic pressure ratios (NHPRs) has been an important factor to increase coronary physiology penetration to make faster and easier assessment of coronary occlusions, by removing the need for hyperemic drug injection. Like FFR, NHPRs also obtained the highest recommendation in the clinical guidelines for the diagnostic assessment of coronary lesions thanks to the DEFINE and SWEDEHEART studies.

FFR and NHPR-guided coronary interventions have also been validated in patients with Acute Coronary Syndromes (ACS) as a diagnostic tool to assess the severity of the non-culprit occlusion after the culprit blockage's treatment, showing a reduction in major adverse cardiovascular events compared to a culprit-occlusion-only treatment strategy, with FFR being used in both a staged (DANAMI-3-PRIMULTI trial, published on LANCET) and acute (COMPARE- ACUTE trial, published on NEJM) setting. This approach for patients with acute disease can expand the benefits of FFR to a population twice as large as the chronic one.

These developments contribute to the steady growth of the coronary artery disease measurement market. According to management and industry source estimates1, this market exceeded US$600 million worldwide in 2022 and anticipates growth in the medium term to reach US$1 billion. This growth will be progressively fueled by upcoming technologies implementing angiography-based or computed tomography (CT)-based physiology measurements. Currently these assessments are being validated and the penetration in the physiology market is mainly due to the clinical studies being performed. Angio and CT-based physiology is expected to partially expand at the expense of the wire-based physiology procedures, but mainly to grow the overall market addressing patients not being diagnosed with physiology today.

Aortic Valve Stenosis occurs when the heart's aortic valve becomes diseased and subsequently narrows. This narrowing prevents the valve from fully opening, reducing, or blocking the blood flow from the heart into the aorta (the main artery to the body) and onward to the rest of the body. In multiple studies, minimally invasive TAVR has been shown to be superior to open-chest Surgical Aortic Valve Replacement (SAVR), with benefits including reduction in hospital stay and lower mortality, for both high and low-risk patients.

The TAVR market size is significant and growing, with an estimated 2023 global market opportunity of close to $8 billion increasing to an estimated $14 billion by 2030(2). The overall increase is being underpinned with investments in device innovation combined with clinical(3) and economic evidence generation for intermediate and low risk - and eventually asymptomatic patients - leading to larger patient populations in currently served markets, and growing adoption in emerging markets. With the SavvyWire, Opsens is targeting a portion of that market. We currently estimate that global 2024 TAVR volume will approach 370,000, with approximately 40% of that volume in North America

1. OpSens FFR Market Calculations based on GRAND VIEW RESEARCH (Feb. 2019).
2. OpSens TAVR and guidewire market calculations based on GlobalData, Cardiovascular Devices, Transcatheter Aortic Valve Replacement (TAVR), 2015 - 2033 (Dec. 2022).
3. Edwards Lifesciences: PARTNER 3, EARLY TAVR (asymptomatic severe aortic stenosis), PROGRESS Trial (moderate AS) and Medtronic: Evolut in Low-Risk patients.

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where SavvyWire is commercialized and another 40% in Europe(2), a major market where SavvyWire commercial activities are intended.

The overall value of the TAVR guidewire market is dependent on continued TAVR market expansion, growing adoption of pre-shaped guidewires and is sensitive to pricing constraints, especially in geographies with national healthcare systems. With anticipated growth in the TAVR market, adoption of pre-shaped guidewires, and additional clinical utility, we anticipate the global unit volume opportunity to exceed 400,000 units in 2025 and 600,000 units in 2030(2).

Original Equipment Manufacturer (OEM): the Company's technology expertise, and products can serve several markets including cardiovascular, neurovascular, MRI-adjacent therapies, renal and others. The Company focuses mainly on the following markets:

• Cardiology Market: the opportunities in this market are related to several sub-markets where hemodynamic monitoring and/or blood temperature measurement are likely to improve existing therapies or make new therapies possible, namely coronary and peripheral interventions, structural heart interventions, heart failure and electrophysiology;
• Neurology Market: the opportunities in this market are related principally to neurovascular interventions such as coil embolization, thrombectomy, and neuro-oncology. Fiber optic sensors' immunity to MRI and microscale properties are particularly pertinent for this market.

In the Industrial sector, under this reportable segment, the Corporation's technology, expertise and products can serve several markets including aerospace, nuclear, military, power electronics, geotechnical and mining. The Company focuses mainly on the following markets:

• Aerospace Market: the opportunities in this market are principally related to fuel monitoring systems for aircrafts. A new industrial version of the absolute pressure sensor and the recent addition of a differential pressure sensor are the main products for these applications;
• Nuclear Market: the opportunities in this market are related principally to new nuclear technologies to produce energy. The new and recently patented fibre optic differential pressure sensor is the main solution for that market;
• Military and Power Electronics Markets: they include niche applications in which the Company is currently engaged, such as EMI assessment of electro-pyrotechnic devices and thermal characterization of power electronics devices.

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COMPETITION

In the Medical sector, coronary artery disease measurement market has five competitors and is currently dominated by two major players who commercialize standard electrical technology. Competition is based on technological advantages, brand recognition, customer service, marketing support and price. Over the past years, CT and angiography-based FFR technologies, have emerged with new tools for functional lesion assessment without the need for dedicated pressure wires.

For TAVR, the current global guidewire market is segmented into straight and pre-shaped guidewires and is currently dominated by pre-shaped wires supplied by two strategic TAVR companies. We anticipate these companies to continue providing iterative, rather than platform, innovation. One existing strategic has delivered an iterative version of their current wire and one additional strategic has entered the market with their offering. OpSens' entrance into this market introduces a TAVR guidewire which combines the benefits of being pre-shaped with the ability to deliver reliable left- ventricular rapid pacing while accurately measuring real-time hemodynamic pressure.

In the Industrial sector, there are a sizable number of competitors. Competition is based primarily on technological advantages. Our direct competition is made up of both opened and closed-ended companies with a global presence.

CORPORATE GROWTH STRATEGY

OpSens' growth strategy is to become a key player in the Medical sector focusing on the coronary artery disease measurement and on the TAVR procedure, where its products and technologies offer major advantages over the competition. The Company also aims to capitalize on its technologies and products in the industrial markets. To this end, the Company implements its corporate strategy based on its various segments of operations.

In the Medical sector, the Company's growth strategy in the field of interventional cardiology is conducted by taking market share in the established and growing coronary artery disease space and to enter and disrupt the large, rapidly growing global TAVR market:

Coronary Artery Disease:

Interventional cardiologists have started focusing on measurements performed with the heart at rest. These measurements require greater accuracy and constant and repeated guidewire performance over time. With Fidela, its second-generation optical sensor, the Company is convinced that there will be a growing interest in the OptoWire beyond the more than 250,000 patients already served. Key differentiators include:

• highly accurate measurement technology for improved reliability, essential to cardiologists' decision- making in the diagnosis of coronary artery disease; and
• better and more trustworthy connectivity that is insensitive to blood contamination. The OptoWire can be easily disconnected to be used as interventional wire and reconnected to measure the post- intervention value without compromising accuracy.

Structural Heart:

OpSens has designed and developed the SavvyWire, leveraging the same Fidela second-generation optical sensor used in OptoWire and Abiomed's Impella systems. Unlike competitive TAVR guidewires that are just a wire, SavvyWire is more than a wire and enables the world's first and only sensor-guided TAVR solution. SavvyWire uniquely provides a 3-in-1 solution for stable aortic valve delivery and positioning, continuous accurate hemodynamic measurement during the procedure, and reliable left ventricular pacing without the need for adjunct devices or venous access.

These key attributes are considered significant benefits to the medical community and have been highly anticipated by physicians who perform TAVR procedures to optimize efficiency and workflow by eliminating products and device exchanges. OpSens received Health Canada Approval in April 2022, completed a limited market release in August of that year.

OpSens received FDA 510(k) clearance in September 2022 just ahead of a major TCT conference, then announced first use in the U.S. with 10 consecutive patients treated with a variety of anatomies and levels of

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complexity including bicuspid valve, severe vessel tortuosity, horizontal aorta, failed prior surgical valve (valve- in-valve) using both balloon-expandable and self-expandable valves, and balloon valvuloplasty. SavvyWire has now entered full market release in the U.S.

Finally, OpSens has submitted for CE Mark, and we anticipate approval early in calendar year 2024. We have leveraged Health Canada Approval, New Zealand registration and FDA clearance to register and conduct initial cases in specific countries in the Middle East and Asia Pacific during FY 2023.

OptoMonitor:

Ease of use and seamless workflow of the OptoMonitor III monitoring system also play a significant role in the expansion of physiology assessment and enable sensor-guided TAVR. OpSens is playing a growing role in the competitive arena both with hardware and software solutions aiming to integrate physiology in the interventional workflow and hemodynamics and pacing into the TAVR workflow.

Sales Force:

Direct Sales Force: OpSens has established a direct sales team, hiring a seasoned staff with solid expertise in coronary artery disease and structural heart disease. This sales force has been implemented to increase OpSens' market and commercialization penetration in the United States and Canada and was doubled in FY 2022. In addition to utilizing a direct sales force, OpSens also deploys Strategic Account management to target key General Purchasing Organizations ("GPOs") with agreements which accelerate account penetration, particularly in the United States. OpSens has successfully signed several agreements with GPOs.

Distributor Sales Force: OpSens has signed distribution agreements in Europe, Asia Pacific and the Middle East. These agreements allow OpSens to focus on market penetration with leading business partners in their respective markets.

Clinical Data

OpSens aims to generate meaningful data on OptoWire performance and benefit and also on the importance of hemodynamics in the treatment of coronary artery disease. We also announced clinical studies in FY 2023 on SavvyWire. On October 26, 2022, OpSens announced first SavvyWire cases in Europe and launch of SAFE- TAVI study, the enrollment for which has successfully completed during the quarter ended August 31, 2023. On October 23, 2023, OpSens announced positive results from this clinical study. On May 10, 2023, OpSens announced the SavvyWire inclusion in the COMPLETE TAVR clinical study to investigate the impact of standardized invasive hemodynamics ("SIH") during transcatheter aortic valve replacement or TAVR procedures. The COMPLETE TAVR study is a randomized, multicenter, open-label trial with blinded adjudication of outcomes with planned enrollment of 4,000 patients at up to 120 centers. The SIH sub-study using the SavvyWire will enroll up to 200 patients at up to 20 centers across the United States and Canada.

Innovation

In this ever-evolving and state-of-the-art market, OpSens plans to leverage its expertise in fiber-optic sensing medical devices to create new products and develop new fibre optic sensing technologies for cardiology assessment that address other unmet medical needs. Commitment to innovation has always been a driving force behind the Company's success and desire to improve its intellectual property portfolio and value proposition for customers.

OpSens offers a broad selection of microscale optical sensors to measure pressure and temperature that can be used in a wide range of applications and that are designed to be integrated into other medical devices. The Company aims to partner with key players in the medical device industry. The partnership with Abiomed Inc. ("Abiomed"), for the use of its miniature sensors and technology, is an example of the type of partnership the Company targets.

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In the Industrial sector, the Company's business strategy is achieved by:

• Target Market: OpSens Solutions' target markets are aerospace, nuclear, military, power electronics, geotechnical, and mining. These are markets where OpSens' products offer unique advantages over its competitors; and
• Innovation: OpSens Solutions continually invests in innovations for its products, so they can offer unique advantages over competitors. For example, the Company's optical strain and pressure sensors have received the attention of major players in the aerospace industry because they require no shielding or grounding and because of their ease of deployment.

NON-IFRS FINANCIAL MEASURES - EBITDAO

The Company quarterly reviews net income (loss) and Earnings Before Interest, Taxes, Depreciation, Amortization and Stock-based compensation costs ("EBITDAO"). EBITDAO has no normalized sense prescribed by IFRS. It is not very probable that this measure is comparable with measures of the same type presented by other issuers. EBITDAO is defined by the Company as the addition of net income (loss), financial expenses, taxes, depreciation and amortization and stock-based compensation costs. The Company uses EBITDAO for the purposes of evaluating its historical and prospective financial performance. This measure also helps the Company to plan and forecast for future periods as well as to make operational and strategic decisions. The Company believes that providing this information to investors, in addition to IFRS measures, allows to see the Company's results through the eyes of management, and to better understand its historical and future financial performance.

RECONCILIATION OF EBITDAO TO NET LOSS

The negative variance of EBITDAO for the year ended August 31, 2023, is mainly explained by the increase in our operating expenses offset by higher gross margin.

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SELECTED CONSOLIDATED FINANCIAL DATA

The following table presents share-based payment and related expenses amounts recognized by the Company:

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Revenues

The Company reported revenues of $48,347,000 for the year ended August 31, 2023, compared to $35,324,000 for the corresponding period in 2022, an increase of $13,023,000 or 37%. Sales in the Medical segment totalled $44,512,000 (excluding other revenues) for the year ended August 31, 2023, compared to $31,427,000 for the same period in 2022, an increase of $13,085,000. The increase in Medical segment revenues is explained by higher sales in the original equipment manufacturer ("OEM") line of business of $7,854,000 compared with the same period in 2022, higher sales in the coronary artery disease measurement business (FFR and dPR) of $2,681,000 compared to the same period last year and higher sales in the structural heart business (TAVR) of $2,550,000 compared to the same period in 2022.

The Company also reported other revenues of $413,000 related to a new development project with OEM partners for the year ended August 31, 2023, compared to $320,000 for the same period in 2022.

Sales in the Industrial segment totalled $3,422,000 for the year ended August 31, 2023, compared to sales of $3,577,000 for the same period in 2022.

The Company's revenues are generated in U.S. dollars, Canadian dollars, euros, and British pounds; fluctuations in the exchange rate affect revenues and net loss. For the year ended August 31, 2023, revenues were positively affected by $2,170,000 compared to the same period last year (sales were negatively impacted by $565,000 for the year ended August 31, 2022).

Gross Margin

Gross margin was $27,975,000 for the year ended August 31, 2023, compared to $17,801,000 for the same period last year. The gross margin percentage increased to 58% for the year ended August 31, 2023, compared to 50% for the year ended August 31, 2022. The increase in gross margin percentage reflects higher sales volume and the related economies of scale, favorable product mix and by the increase in the average sales price for the US market, including favorable currency impact.

Administrative Expenses

Administrative expenses were at $9,898,000 and $7,822,000, respectively, for the years ended August 31, 2023, and 2022. The increase is largely explained by higher headcount.

Sales and Marketing Expenses

Sales and marketing expenses totalled $19,293,000 for the year ended August 31, 2023, an increase of $6,717,000 over the $12,576,000 reported during the same period in 2022. The increase is largely explained by higher headcount, commissions, in-person trade shows, travelling expenses and share-based compensation expenses related to the expansion of our direct sales force to accelerate the growth of our coronary artery disease business and entry into the large North American TAVR market.

Research and Development Expenses

Research and development expenses totalled $11,308,000 for the year ended August 31, 2023, an increase of $2,950,000 over the $8,358,000 reported during the same period in 2022. The increase is largely explained by higher headcount, subcontractors and supplies dedicated to the development of new products and software in our medical segment. These investments are justified to improve OpSens' competitiveness and achieve our growth objectives.

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Financial Expenses

Financial expenses totalled $30,000 for the year ended August 31, 2023, compared to $312,000 for the same period in 2022. The decrease in financial expenses is mainly explained by higher interest income of $420,000 more than offsetting higher interest expense in the year.

(Gain) loss on Foreign Currency

Gain on foreign currency totalled $429,000 for the year ended August 31, 2023, compared to a loss of $68,000 for the same period in 2022.

Net Loss

As a result of the foregoing, net loss for the year ended August 31, 2023, was $12,403,000 compared to $11,378,000 for the same period in 2022.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION DATA

Total assets as at August 31, 2023, were $50,831,000 compared to $48,511,000 as at August 31, 2022. The increase is mainly related to higher inventory, receivables, right of use assets and property, plant and equipment offset by lower cash and cash equivalents.

Current liabilities totalled $8,778,000 as of August 31, 2023, compared to $8,601,000 as of August 31, 2022. The increase is explained by higher accounts payable and accrued liabilities and current income tax payable.

Long-term liabilities totalled $8,221,000 as of August 31, 2023, compared to $5,651,000 as of August 31, 2022, an increase of $2,570,000. The increase is explained by higher long-term debt and lease liabilities.

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