Common use of Financial Matters Clause in Contracts

Financial Matters. (a) The Borrower has heretofore furnished to the Agent and the Lenders (i) the audited financial statements (including balance sheets, statements of income and statements of cash flows) of the Loan Parties as of December 31, 2019 and December 31, 2020 (in draft form), in each case, for the twelve (12) month period then ended, and (ii) the unaudited financial statements of the Loan Parties as of April 30, 2021 for the twelve (12) month period then ended (collectively, the “Financial Statements”). (b) The Financial Statements, as well as all other financial statements from time to time delivered by or on behalf of any Loan Party to the Agent or any Lender (including without limitation the financial statements referred to in Sections 5.1(a), (b) and (c)) (i) have been prepared in accordance with GAAP on a consistent basis for all periods (subject, in the case of unaudited statements, to the absence of footnote disclosures and normal non-material year-end audit adjustments), (ii) are complete and correct in all material respects, (iii) fairly present in all material respects the financial condition of each Loan Party as of said dates, and the results of each of their operations for the periods stated, (iv) contain and reflect all necessary adjustments and accruals for a fair presentation of the financial condition of each Loan Party and the results of each of their respective operations as of the dates of and for the periods covered thereby, and (v) make full and adequate provision, subject to and in accordance with GAAP, for the various assets and liabilities (including, without limitation, deferred revenues) of the Loan Parties, fixed or contingent, and the results of each of their operations and transactions in its accounts, as of the dates and for the periods referred to therein. (c) As of the Closing Date, except as set forth in Schedule 3.01 of the Disclosure Schedules, no Loan Party has any liabilities, obligations or commitments of any kind or nature whatsoever, whether absolute, accrued, contingent or otherwise (collectively “Liabilities and Contingencies”), including, without limitation, Liabilities and Contingencies under employment agreements and with respect to any “earn-outs”, stock appreciation rights, or related compensation obligations, except: (i) Liabilities and Contingencies disclosed in the Financial Statements or footnotes thereto, (ii) Liabilities and Contingencies incurred in the Ordinary Course of Business since the date of the most recent Financial Statements, or (iii) those Liabilities and Contingencies which are not required to be disclosed under GAAP. The reserves, if any, reflected on the balance sheet of the Borrower included in the most recent Financial Statements are appropriate and reasonable. As of the Closing Date, no Loan Party has had nor presently does have any Indebtedness for money borrowed, outstanding obligations for the purchase price of property, contingent obligations or liabilities for taxes, or any unusual forward or long-term commitments, except as specifically set forth or provided for in the Financial Statements or in Schedule 3.01 of the Disclosure Schedules. (d) Since the date of the most recent Financial Statements, there has been no material adverse change in the working capital, condition (financial or otherwise), assets, liabilities, prospects, reserves, business, management or operations of any Loan Party, including, without limitation, the following: (i) there has been no material change in any assumptions underlying, or in any methods of calculating, any bad debt, contingency or other reserve relating to any Loan Party; (ii) there have been (A) no material write-downs in the value of any inventory of, and there have been no write-offs as uncollectible of any notes, Accounts or other receivables of any Loan Party other than write-offs of Accounts or other receivables reserved in full as of the date of the most recent Financial Statements, and (B) no reserves established for the uncollectibility of any notes, Accounts or other receivables of any Loan Party except to the extent that the same have been disclosed to the Agent and the Lenders in writing; (iii) no debts have been cancelled, no claims or rights of substantial value have been waived and no properties or assets (real, personal or mixed, tangible or intangible) have been sold, transferred, or otherwise disposed of by any Loan Party except in the Ordinary Course of Business; (iv) there has been no change in any method of accounting or accounting practice utilized by any Loan Party; (v) no material casualty, loss or damage has been suffered by any Loan Party, regardless of whether such casualty, loss or damage is or was covered by insurance; (vi) no Loan Party has received written notice of any changes in the policies or practices of any customer, supplier or referral source which, individually or in the aggregate, could reasonably be expected to, either individually or in the aggregate, have a Material Adverse Effect; (vii) there has been no incurrence of (A) any liability or obligation outside of the Ordinary Course of Business, or (B) any Indebtedness other than Permitted Indebtedness; (viii) except as set forth in Schedule 3.01 of the Disclosure Schedules, there has been no declaration, setting aside or payment of any dividend or distribution or any other payment of any kind by any Loan Party to or in respect of any stock or other equity interests of any Loan Party; and (ix) no action described in this Section 3.01(d) has been agreed to be taken by any Loan Party. (e) Each Loan Party has in place adequate systems of internal controls sufficient to enable each Loan Party and its management to obtain timely and accurate information regarding all material aspects of its Business Operations and all material transactions relating to the Loan Parties, and no material deficiency exists with respect to such systems of internal controls.

Financial Matters. (a) The Borrower has Borrowers have heretofore furnished to the Agent and the Lenders Lender (i) the audited consolidated financial statements (including consolidated balance sheets, consolidated statements of income and consolidated statements of cash flows) of the Loan Parties Company and its consolidated Subsidiaries as of December at March 31, 2019 1996, 1997, and December 31, 2020 1998 and for each of the three (in draft form), in each case, for the twelve (123) month period then endedconsecutive Fiscal Years ended on such dates, and (ii) the unaudited consolidated financial statements (including consolidated balance sheets, consolidated statements of income and consolidated statements of cash flows) of the Loan Parties Company and its consolidated Subsidiaries as of April 30the March 31, 2021 for the twelve (12) month period then ended 1999 (collectively, the “"Financial Statements”"). (b) The Financial Statements, as well as all other financial statements from time to time delivered by or on behalf of any Loan Party to the Agent or any Lender (including without limitation the financial statements referred to in Sections 5.1(a), (b) and (c)) (i) Statements have been prepared in accordance with GAAP on a consistent basis for all periods (subjectperiods, in the case of unaudited statements, to the absence of footnote disclosures and normal non-material year-end audit adjustments), (ii) are complete and correct in all material respects, (iii) and fairly present in all material respects the consolidated financial condition of each Loan Party the Company and its consolidated Subsidiaries as of at said dates, and the results of each of their operations for the periods stated, (iv) contain . The books of account and reflect all necessary adjustments and accruals for a fair presentation other financial records of the financial condition of each Loan Party Company and the results of each of their respective operations as of the dates of and for the periods covered thereby, and (v) make full and adequate provision, subject to and Subsidiaries have been maintained in accordance with GAAP, consistently applied. The Borrowers acknowledge that the financial results set forth in its Financial Statements for the various assets first, second and liabilities (including, without limitation, deferred revenues) third quarters of the Loan Parties, fixed or contingentFiscal Year ended March 31,1999 will require restatement and that the representations set forth in this Section 3.01(b) are subject to, and the results of each of their operations and transactions in its accountsqualified by, as of the dates and for the periods referred to thereinany such Restatement(s). (c) As Neither the Company nor any of the Closing Date, except as set forth in Schedule 3.01 of the Disclosure Schedules, no Loan Party Subsidiaries has any liabilities, Indebtedness, obligations or commitments of any kind or nature whatsoever, whether absolute, accrued, contingent or otherwise above $100,000 in the aggregate or $25,000 individually (collectively “"Liabilities and Contingencies”"), including, without limitation, Liabilities and Contingencies under employment agreements and with respect to any “"earn-outs”", stock appreciation rights, or related compensation obligations, except: (i) Liabilities and Contingencies disclosed in the Financial Statements or footnotes thereto, or in the Pro Forma Balance Sheet, (ii) Liabilities and Contingencies not incurred in the ordinary course of the Business Operations, all of which (and the amounts thereof, to the extent determinable) are disclosed on Schedules to this Agreement (to the extent required to be so disclosed hereunder) or in public filings made with the SEC under the Securities Exchange Act of 1934, as amended (true and complete copies of which filings have been furnished to the Lender), (iii) Liabilities and Contingencies incurred in the Ordinary Course ordinary course of Business business and consistent with past practice since the date of the most recent Financial Statements, which are not required to be disclosed on Schedules to this Agreement, or (iiiiv) those Liabilities and Contingencies which are not required to be disclosed under GAAP. The reserves, if any, reflected on the consolidated balance sheet of the Borrower Company and the Subsidiaries included in the most recent Financial Statements are appropriate and reasonable. As of the Closing Date, no Loan Party has The Borrowers have not had nor and do not presently does have any Indebtedness for money borrowedcontingent obligations, outstanding obligations for the purchase price of property, contingent obligations or liabilities for taxes, taxes or any unusual forward or long-term commitments, commitments except as specifically set forth or provided for in the Financial Statements or in Schedule 3.01 of the Disclosure Schedules"3.01" annexed hereto. (d) Since Except as otherwise reflected on Schedule "3.01," Schedule "3.04" or Schedule "3.05" to this Agreement, since the date of the most recent Financial Statements, there has been no material adverse change in the working capital, condition (financial or otherwise), assets, liabilities, prospects, reserves, business, management or operations of any Loan PartyMaterial Adverse Effect shall have occurred and shall be continuing, including, without limitation, the following: (i) there has been no material change in any assumptions underlying, or in any methods of calculating, any bad debt, contingency or other reserve relating to the Company or any Loan Partyof the Subsidiaries; (ii) there have been (A) no material write-downs in the value of any inventory of, and there have been no write-offs as uncollectible of any notes, Accounts accounts receivable or other receivables of any Loan Party other than of, the Company and the Subsidiaries, except for write-downs and write-offs in the ordinary course of Accounts business and consistent with past practice, none of which shall be material (and all of which are described in the Schedules to this Agreement or other receivables reserved in full as of the date of the most recent Financial Statements, and (B) no reserves established for the uncollectibility of any notes, Accounts or other receivables of any Loan Party except to the extent that the same have been disclosed to the Agent and the Lenders in writing); (iii) no material debts have been cancelledcanceled, no claims or rights of substantial value have been waived and no significant properties or assets (real, personal or mixed, tangible or intangible) have been sold, transferred, or otherwise disposed of by the Company or any Loan Party Subsidiary, except in the Ordinary Course ordinary course of Businessbusiness and consistent with past practice; (iv) there has been no change in any method of accounting or accounting practice utilized by the Company or any Loan Partyof the Subsidiaries; (v) no material casualty, loss or damage has been suffered by the Company or any Loan Partyof the Subsidiaries, regardless of whether such casualty, loss or damage is or was covered by insurance; (vi) no Loan Party has received written notice of any changes in the policies or practices of any customer, supplier or referral source which, individually or in the aggregate, could reasonably be expected to, either individually or in the aggregate, have a Material Adverse Effect; (vii) there has been no incurrence of (A) any liability or obligation outside of the Ordinary Course of Business, or (B) any Indebtedness other than Permitted Indebtedness; (viii) except as set forth in Schedule 3.01 of the Disclosure Schedules, there has been no declaration, setting aside or payment of any dividend or distribution or any other payment of any kind by any Loan Party to or in respect of any stock or other equity interests of any Loan Party; and (ixvi) no action described in this Section 3.01(d) has been agreed to be taken by the Company or any Loan Partyof the Subsidiaries. (e) Each Loan Party has in place adequate systems of internal controls sufficient to enable each Loan Party and its management to obtain timely and accurate information regarding all material aspects of its Business Operations and all material transactions relating to the Loan Parties, and no material deficiency exists with respect to such systems of internal controls.

Financial Matters. (a) The Borrower has heretofore furnished to the Agent and the Lenders (i) the audited financial statements (including balance sheets, statements of income and statements of cash flows) of the Loan Parties Parent and its Subsidiaries as of December 31September 30, 2019 and December 31, 2020 (in draft form), in each case, 2017 for the twelve (12) month period then ended, and (ii) the unaudited financial statements of the Loan Parties as of April 30, 2021 2018 for the twelve seven (127) month period then ended (collectively, the “Financial Statements”). (b) The Financial Statements, as well as all other financial statements from time to time delivered by or on behalf of any Loan Party to the Agent or any Lender (including without limitation the financial statements referred to in Sections 5.1(a), (b) and (c)) Statements (i) have been prepared in accordance with GAAP applied on a consistent basis for all periods (subject, in the case of unaudited statements, to the absence of full footnote disclosures disclosures, and to normal non-material year-end audit adjustments), (ii) are complete and correct in all material respects, (iii) fairly present in all material respects the financial condition of each Loan Party as of said dates, and the results of each of their operations for the periods stated, (iv) contain and reflect all necessary adjustments and accruals for a fair presentation presentation, in all material respects, of the financial condition of each Loan Party and the results of each of their respective operations as of the dates of and for the periods covered therebyby such Financial Statements, and (v) make full and adequate provision, subject to and in accordance with GAAP, for the various assets and liabilities (including, without limitation, including deferred revenues) of the Loan Parties, fixed or contingent, and the results of each of their operations and transactions in its accounts, as of the dates and for the periods referred to therein. (c) As of the Closing Date, except as set forth in Schedule 3.01 of the Disclosure SchedulesSchedule, no Loan Party has any liabilities, obligations or commitments of any kind or nature whatsoever, whether absolute, accrued, contingent or otherwise (collectively “Liabilities and Contingencies”), including, without limitation, including Liabilities and Contingencies under employment agreements and with respect to any “earn-outs”, stock appreciation rights, or related compensation obligations, except: (i) Liabilities and Contingencies disclosed or reflected in the Financial Statements or footnotes thereto, (ii) Liabilities and Contingencies incurred in the Ordinary Course of Business and consistent with past practice since the date of the most recent Financial Statements, or (iii) those Liabilities and Contingencies which are not required to be disclosed or reflected under GAAP. The reserves, if any, reflected on the consolidated balance sheet of the Borrower Parent included in the most recent Financial Statements are appropriate and reasonable. As of the Closing Date, no Loan Party has had nor (during the periods covered by the Financial Statements) or presently does have any Indebtedness for money borrowed, outstanding obligations for the purchase price of property, contingent obligations or liabilities for taxes, or any unusual forward or long-term commitments, except as specifically set forth or provided for in the Financial Statements or in Schedule 3.01 of the Disclosure SchedulesSchedule. (d) Since the date of the most recent Financial StatementsStatements through the Closing Date, except as set forth in Schedule 3.01 of the Disclosure Schedule, there has been no material adverse change in the working capital, condition (financial or otherwise), assets, liabilities, prospects, reserves, business, management or operations of any Loan Party, including, without limitation, including the following: (i) there has been no material change in any assumptions underlying, or in any methods of calculating, any bad debt, contingency or other reserve relating to any Loan Party; (ii) there have been (A) no material write-downs in the value of any inventory of, and there have been no write-offs as uncollectible of any notes, Accounts or other receivables of any Loan Party other than write-offs of Accounts or other receivables reserved in full as of the date of the most recent Financial Statements, and (B) no reserves established for the uncollectibility of any notes, Accounts or other receivables of any Loan Party except to the extent that the same have been disclosed to the Agent and the Lenders in writing; (iii) no debts have been cancelled, no claims or rights of substantial value have been waived and no properties or assets (real, personal or mixed, tangible or intangible) have been sold, transferred, or otherwise disposed of by any Loan Party except in the Ordinary Course of Business; (iv) there has been no change in any method of accounting or accounting practice utilized by any Loan Party; (v) no material casualty, loss or damage has been suffered by any Loan Party, regardless of whether such casualty, loss or damage is or was covered by insurance; (vi) no Loan Party has received written notice of any changes in the policies or practices of any customer, supplier or referral source which, individually or in the aggregate, could reasonably be expected to, either individually or in the aggregate, to have a Material Adverse Effect; (vii) there has been no incurrence of (A) any liability or obligation outside of the Ordinary Course of Business, or (B) any Indebtedness other than Permitted Indebtedness; (viii) except as set forth in Schedule 3.01 of the Disclosure Schedules, there has been no declaration, setting aside or payment of any dividend or distribution or any other payment of any kind by any Loan Party to or in respect of any stock or other equity interests Capital Stock of any Loan Party; and (ix) no action described in this Section 3.01(d) has been agreed to be taken by any Loan Party. (e) Each Loan Party has in place adequate systems of internal controls sufficient to enable each Loan Party and its management to obtain timely and accurate information regarding all material aspects of its Business Operations and all material transactions relating to the Loan Parties, and no material deficiency exists with respect to such systems of internal controls.

Financial Matters. (a) The Borrower books of account and other financial records of the Company Parties, all of which have been made available to Buyer, are correct and complete in all material respects. The Company Parties do not engage in or maintain any off-the-books accounts or transactions. (b) The Company has heretofore furnished previously delivered to the Agent Buyer correct and the Lenders complete copies of (i) the Company’s audited financial statements (including consolidated balance sheets, statements of income sheets and statements of income, retained earnings and cash flows) of the Loan Parties flows as of and for its fiscal years ended December 31, 2019 and December 312012, 2020 (in draft form), in each case, for including the twelve (12) month period then ended, footnotes thereto and (ii) the Company’s unaudited financial consolidated interim balance sheet and statements of the Loan Parties income, retained earnings and cash flows as of April and for the eleven (11) months ended November 30, 2021 for 2013 (the twelve “Current Financial Statements” and, together with the items described in clause (12i) month period then ended (collectivelyabove, the “Financial Statements”). (b) . The Financial StatementsStatements fairly present, as well as all other financial statements from time to time delivered by or on behalf of any Loan Party to the Agent or any Lender (including without limitation the financial statements referred to in Sections 5.1(a), (b) and (c)) (i) have been prepared in accordance with GAAP on a consistent basis for all periods (subject, in the case of unaudited statements, to the absence of footnote disclosures and normal non-material year-end audit adjustments), (ii) are complete and correct in all material respects, (iii) fairly present in all material respects the financial condition of each Loan Party the Company Parties as at the end of said dates, the periods covered thereby and the results of each of their operations for the periods stated, (iv) contain and reflect all necessary adjustments and accruals for a fair presentation of the financial condition of each Loan Party and the results of each of changes in their respective operations as of the dates of and financial position for the periods covered thereby, and (v) make full and adequate provision, subject to and were prepared in accordance with GAAPGAAP applied on a consistent basis throughout the periods covered thereby subject, for in the various assets and liabilities (including, without limitation, deferred revenues) case of the Loan PartiesCurrent Financial Statements, fixed or contingent, to year-end audit adjustments (which will not be material except as otherwise disclosed on Schedule 2.06) and the results lack of each of their operations footnotes and transactions in its accounts, as of the dates and for the periods referred to thereinother presentation items. (c) As of Except as and to the Closing Dateextent otherwise disclosed in the Current Financial Statements or on Schedule 2.06, except as set forth in Schedule 3.01 of the Disclosure Schedules, Company Parties have no Loan Party has any liabilities, obligations or commitments liabilities of any kind or nature whatsoeverwhatsoever (whether accrued, whether contingent, absolute, accruedmatured, contingent unmatured, determined, determinable or otherwise (collectively “Liabilities and Contingencies”otherwise), including, without limitation, Liabilities and Contingencies under employment agreements and with respect to any “earn-outs”, stock appreciation rights, or related compensation obligations, except: other than (i) Liabilities and Contingencies disclosed in the Financial Statements or footnotes thereto, (ii) Liabilities and Contingencies incurred in the Ordinary Course of executory obligations under Business since the date of the most recent Financial Statements, or (iii) those Liabilities and Contingencies Agreements which are not required to be disclosed under GAAP. The reserves, if any, reflected on the balance sheet of the Borrower included set forth in the most recent Current Financial Statements are appropriate in accordance with GAAP and reasonable. As of the Closing Date, no Loan Party has had nor presently does have any Indebtedness for money borrowed, outstanding obligations for the purchase price of property, contingent obligations or (ii) liabilities for taxes, or any unusual forward or long-term commitments, except as specifically set forth or provided for incurred in the Financial Statements or in Schedule 3.01 ordinary course of the Disclosure Schedules. (d) Since business since the date of the most recent Current Financial Statements, there has been no material adverse change in Statements (the working capital, condition (financial or otherwise“Current Financial Statement Date”), assets, liabilities, prospects, reserves, business, management or operations of any Loan Party, including, without limitation, the following: (i) there has been no material change in any assumptions underlying, or in any methods of calculating, any bad debt, contingency or other reserve relating to any Loan Party; (ii) there have been (A) no material write-downs in the value of any inventory of, and there have been no write-offs as uncollectible of any notes, Accounts or other receivables of any Loan Party other than write-offs of Accounts or other receivables reserved in full as of the date of the most recent Financial Statements, and (B) no reserves established for the uncollectibility of any notes, Accounts or other receivables of any Loan Party except to the extent that the same have been disclosed to the Agent and the Lenders in writing; (iii) no debts have been cancelled, no claims or rights of substantial value have been waived and no properties or assets (real, personal or mixed, tangible or intangible) have been sold, transferred, or otherwise disposed of by any Loan Party except in the Ordinary Course of Business; (iv) there has been no change in any method of accounting or accounting practice utilized by any Loan Party; (v) no material casualty, loss or damage has been suffered by any Loan Party, regardless of whether such casualty, loss or damage is or was covered by insurance; (vi) no Loan Party has received written notice of any changes in the policies or practices of any customer, supplier or referral source which, individually or in the aggregate, could reasonably be expected to, either individually or in the aggregate, have a Material Adverse Effect; (vii) there has been no incurrence of (A) any liability or obligation outside of the Ordinary Course of Business, or (B) any Indebtedness other than Permitted Indebtedness; (viii) except as set forth in Schedule 3.01 of the Disclosure Schedules, there has been no declaration, setting aside or payment of any dividend or distribution or any other payment of any kind by any Loan Party to or in respect of any stock or other equity interests of any Loan Party; and (ix) no action described in this Section 3.01(d) has been agreed to be taken by any Loan Party. (e) Each Loan Party has in place adequate systems of internal controls sufficient to enable each Loan Party and its management to obtain timely and accurate information regarding all material aspects of its Business Operations and all material transactions relating to the Loan Parties, and no material deficiency exists with respect to such systems of internal controls.

Financial Matters. (a) The Borrower has heretofore furnished to the Agent and the Lenders Lender (i) the audited consolidated financial statements (including balance sheets, statements of income and statements of cash flows) of the Loan Parties Borrower and its Subsidiaries as of December 31at June 30, 2019 2005 and December 312006, 2020 (in draft form), in each case, and for the twelve (12) month period Fiscal Years then ended, and (ii) the unaudited consolidated financial statements of the Loan Parties Borrower and its Subsidiaries as of April 30December 31, 2021 2006 and for the twelve six (126) month period months then ended (collectively, the “Financial Statements”). (b) The Financial Statements, as well as all other financial statements from time to time delivered by or on behalf of any Loan Party to the Agent or any Lender (including without limitation the financial statements referred to in Sections 5.1(a), (b) and (c)) Statements (i) have been prepared in accordance with GAAP and Regulation S-X promulgated under the Act on a consistent basis for all periods (subject, in the case of unaudited statements, to the absence of full footnote disclosures disclosures, and to normal non-material year-end audit adjustments), (ii) are complete and correct in all material respects, (iii) fairly present in all material respects the consolidated financial condition of each Loan Party the Borrower and its Subsidiaries as of said dates, and the results of each of their operations for the periods stated, (iv) contain and reflect all necessary adjustments and accruals for a fair presentation of the Borrower’s and its Subsidiaries’ consolidated financial condition of each Loan Party and the results of each of their respective operations as of the dates of and for the periods covered therebyby such Financial Statements, and (v) make full and adequate provision, subject to and in accordance with GAAP, for the various assets and liabilities (including, without limitation, deferred revenues) of the Loan PartiesBorrower, fixed or contingent, and the results of each of their operations and transactions in its their accounts, as of the dates and for the periods referred to therein. (c) As of the Closing Date, except Except as set forth in Schedule 3.01 of the Disclosure SchedulesSchedule, no Loan Party has neither the Borrower nor any of its Subsidiaries have any liabilities, obligations or commitments of any kind or nature whatsoever, whether absolute, accrued, contingent or otherwise (collectively “Liabilities and Contingencies”), including, without limitation, Liabilities and Contingencies under employment agreements and with respect to any “earn-outs”, stock appreciation rights, or related compensation obligations, except: (i) Liabilities and Contingencies disclosed in the Financial Statements or footnotes thereto, (ii) Liabilities and Contingencies incurred in the Ordinary Course ordinary course of Business business and consistent with past practice since the date of the most recent Financial Statements, or (iii) those Liabilities and Contingencies which are not required to be disclosed under GAAP. The reserves, if any, reflected on the balance sheet of the Borrower included in the most recent Financial Statements are appropriate and reasonable. As Neither the Borrower nor any of the Closing Date, no Loan Party has had nor presently does its Subsidiaries have any Indebtedness for money borrowed, outstanding obligations for the purchase price of property, contingent obligations or liabilities for taxes, or any unusual forward or long-term commitments, except as specifically set forth or provided for in the Financial Statements or in Schedule 3.01 of the Disclosure SchedulesSchedule. (d) Since the date of the most recent Financial Statements, except as set forth in Schedule 3.01 of the Disclosure Schedule, there has been no material adverse change in the working capital, condition (financial or otherwise), assets, liabilities, prospects, reserves, business, management management, operations or operations prospects of the Borrower or any Loan Partyof its Subsidiaries, including, without limitation, the following: (i) there has been no material change in any assumptions underlying, or in any methods of calculating, any bad debt, contingency or other reserve relating to the Borrower or any Loan PartySubsidiary; (ii) there have been (A) no material write-downs in the value of any inventory of, and there have been no write-offs as uncollectible of any notes, Accounts accounts receivable or other receivables of of, the Borrower or any Loan Party Subsidiary other than write-offs of Accounts or other receivables accounts receivable reserved in full as of the date of the most recent Financial Statementsfinancial statements delivered to the Lender, and (B) no reserves established for the uncollectibility of any notes, Accounts or other receivables of the Borrower or any Loan Party Subsidiary except to the extent that the same have been disclosed to the Agent Lender in writing and would not, individually or in the Lenders in writingaggregate, cause the outstanding Advances to exceed the Revolving Credit Commitment; (iii) no debts have been cancelled, no claims or rights of substantial value have been waived and no properties or assets (real, personal or mixed, tangible or intangible) have been sold, transferred, or otherwise disposed of by the Borrower or any Loan Party Subsidiary except in the Ordinary Course ordinary course of Businessbusiness and consistent with past practice; (iv) there has been no change in any method of accounting or accounting practice utilized by the Borrower or any Loan PartySubsidiary; (v) no material casualty, loss or damage has been suffered by the Borrower or any Loan PartySubsidiary, regardless of whether such casualty, loss or damage is or was covered by insurance; (vi) no Loan Party has received written notice of any Any announced changes in the policies or practices of any customer, supplier or referral source which, individually or in the aggregate, could which would reasonably be expected to, either individually or in the aggregate, to have a Material Adverse Effect; (vii) there has been no Any incurrence of (A) any liability or obligation outside of the Ordinary Course ordinary course of Businessbusiness, or (B) any Indebtedness other than Permitted Indebtedness; (viii) except as set forth in Schedule 3.01 of the Disclosure Schedules, there has been no Any declaration, setting aside or payment of any dividend or distribution or any other payment of any kind by any Loan Party the Borrower to or in respect of any stock or other equity interests securities of any Loan Partythe Borrower; and (ix) no No action described in this Section 3.01(d) has been agreed to be taken by the Borrower or any Loan PartySubsidiary. (e) Each Loan Party Subsequent to January 1, 2007, the Borrower has received binding subscriptions for the purchase of Common Stock which will yield net proceeds to the Borrower of not less than $7,500,000. (f) The Borrower has in place adequate systems of internal controls and disclosure controls and procedures sufficient to enable each Loan Party provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (v) the Borrower and its management are able to obtain timely and accurate information regarding all material aspects of its the Business Operations and all material transactions relating to the Loan Parties, Borrower and the Subsidiaries; and no material deficiency exists with respect to such the Borrower’s systems of internal controls. (g) All of the SEC Reports, as of the respective dates thereof, complied in all material respects, as applicable, with the Act and the Exchange Act.

Financial Matters. (a) The Borrower has heretofore furnished to the Agent and the Lenders (i) the audited financial statements (including balance sheets, statements of income and statements of cash flowsAttached to Section 2.2(f)(i) of the Loan Parties as Disclosure Schedule are correct and complete copies of December 31, 2019 and December 31, 2020 (in draft form), in each case, for the twelve (12) month period then ended, and (ii) the unaudited following financial statements of the Loan Parties as of April 30, 2021 for the twelve (12) month period then ended Company (collectively, the “Financial Statements”): (1) unaudited balance sheets, statements of income, shareholder’s equity, and cash flows as of and for the fiscal year ended December 31, 2017 (the “Most Recent Fiscal Year End”). ; and (b2) unaudited estimated balance sheets, statements of income, and shareholder’s equity, and cash flows (the “Most Recent Financial Statements”) as of and for the 3 month period ended March 31, 2018 (the “Most Recent Fiscal Month End”). The Financial StatementsStatements are correct and complete, as well as all other financial statements from time to time delivered by or on behalf are consistent with the books and records of any Loan Party to the Agent or any Lender Company (including without limitation the financial statements referred to which are in Sections 5.1(aturn correct and complete), (b) and (c)) (i) have been prepared in accordance with GAAP on a consistent basis for all periods (subjectGAAP, in the case of unaudited statements, to the absence of footnote disclosures and normal non-material year-end audit adjustments), (ii) are complete and correct in all material respects, (iii) present fairly present in all material respects the financial condition of each Loan Party as of said datescondition, and the results of each of their operations for the periods statedoperation, (iv) contain changes in equity and reflect all necessary adjustments and accruals for a fair presentation cash flow of the financial condition of each Loan Party and the results of each of their respective operations Company as of the dates of and for the periods covered thereby, and (v) make full and adequate provision, subject to and in accordance with GAAP, for the various assets and liabilities (including, without limitation, deferred revenues) of the Loan Parties, fixed or contingent, and the results of each of their operations and transactions in its accounts, as of the respective dates and for the periods referred then ending; provided, however, that the Most Recent Financial Statements are subject to thereinnormal, recurring year-end adjustments (none of which will be material individually or in the aggregate). (c) As of the Closing Date, except as set forth in Schedule 3.01 of the Disclosure Schedules, no Loan Party has any liabilities, obligations or commitments of any kind or nature whatsoever, whether absolute, accrued, contingent or otherwise (collectively “Liabilities and Contingencies”), including, without limitation, Liabilities and Contingencies under employment agreements and with respect to any “earn-outs”, stock appreciation rights, or related compensation obligations, except: (i) Liabilities and Contingencies disclosed in the Financial Statements or footnotes thereto, (ii) Liabilities and Contingencies incurred in the Ordinary Course of Business since the date of the most recent Financial Statements, or (iii) those Liabilities and Contingencies which are not required to be disclosed under GAAP. The reserves, if any, reflected on the balance sheet of the Borrower included in the most recent Financial Statements are appropriate and reasonable. As of the Closing Date, no Loan Party has had nor presently does have any Indebtedness for money borrowed, outstanding obligations for the purchase price of property, contingent obligations or liabilities for taxes, or any unusual forward or long-term commitments, except as specifically set forth or provided for in the Financial Statements or in Schedule 3.01 of the Disclosure Schedules. (d) Since the date of the most recent Financial Statements, there has been no material adverse change in the working capital, condition (financial or otherwise), assets, liabilities, prospects, reserves, business, management or operations of any Loan Party, including, without limitationMost Recent Fiscal Year End, the following: (i) there Company has been no material change in any assumptions underlying, or in any methods of calculating, any bad debt, contingency or other reserve relating to any Loan Party; (ii) there have been (A) no material write-downs in the value of any inventory of, operated its business and there have been no write-offs as uncollectible of any notes, Accounts or other receivables of any Loan Party other than write-offs of Accounts or other receivables reserved in full as of the date of the most recent Financial Statements, and (B) no reserves established for the uncollectibility of any notes, Accounts or other receivables of any Loan Party except to the extent that the same have been disclosed to the Agent and the Lenders in writing; (iii) no debts have been cancelled, no claims or rights of substantial value have been waived and no properties or assets (real, personal or mixed, tangible or intangible) have been sold, transferred, or otherwise disposed of by any Loan Party except affairs in the Ordinary Course of Business;. (iii) Attached to Section 2.2(f)(iii) of the Disclosure Schedule is a true, correct and complete list of all notes and accounts receivable of the Company as of the Closing Date (together, the “Receivables”), all of which constitute bona fide receivables resulting from the sale of inventory, services or other obligations in favor of the Company as to which full performance has been fully rendered, and are valid and enforceable claims. The Company has not received notice that any of the Receivables are subject to any pending or threatened defense, counterclaim, right of offset, returns, allowances or credits, except to the extent reserved against the accounts receivable. (iv) there has been no change in any method Attached to Section 2.2(f)(iv) of accounting or accounting practice utilized by any Loan Party; the Disclosure Schedule is a true, correct and complete list of the accounts payable and accrued expenses of the Company as of the Closing Date, which (v1) no material casualtyrepresent all accounts payable and accrued expenses of the Company, loss or damage has been suffered by any Loan Party, regardless of whether such casualty, loss or damage is or was covered by insurance; (vi2) no Loan Party has received written notice of any changes arose from bona fide transactions in the policies or practices Ordinary Course of any customerBusiness, supplier or referral source which, individually or and (3) are not yet due and payable in the aggregate, could reasonably be expected to, either individually or in the aggregate, have a Material Adverse Effect; (vii) there has been no incurrence of (A) any liability or obligation outside of the Ordinary Course of Business, or (B) any Indebtedness other than Permitted Indebtedness;are being contested by the Company in good faith. (viiiv) except as set forth in Schedule 3.01 Section 2.2(f)(v) of the Disclosure SchedulesSchedule sets forth a true, there correct and complete list of: (i) each bank, savings and loan or similar financial institution in which the Company has been no declarationan account or safety deposit box and the numbers of the accounts or safety deposit boxes maintained by the Company thereat; and (ii) the names of all persons authorized to draw on each such account or to have access to any such safety deposit box facility, setting aside or payment together with a description of any dividend or distribution or any other payment the authority (and conditions thereof, if any) of any kind by any Loan Party to or in respect of any stock or other equity interests of any Loan Party; and (ix) no action described in this Section 3.01(d) has been agreed to be taken by any Loan Party. (e) Each Loan Party has in place adequate systems of internal controls sufficient to enable each Loan Party and its management to obtain timely and accurate information regarding all material aspects of its Business Operations and all material transactions relating to the Loan Parties, and no material deficiency exists such person with respect to such systems of internal controlsthereto.

Financial Matters. (a) The Borrower has heretofore furnished to the Agent and the Lenders (i) the audited financial statements (including balance sheets, statements of income and statements of cash flows) of the Loan Parties Parent and its Subsidiaries as of December 31September 30, 2019 and December 31, 2020 (in draft form), in each case, 2017 for the twelve (12) month period then ended, and (ii) the unaudited financial statements of the Loan Parties as of April 30, 2021 2018 for the twelve seven (127) month period then ended (collectively, the “Financial Statements”). (b) The Financial Statements, as well as all other financial statements from time to time delivered by or on behalf of any Loan Party to the Agent or any Lender (including without limitation the financial statements referred to in Sections 5.1(a), (b) and (c)) Statements (i) have been prepared in accordance with GAAP applied on a consistent basis for all periods (subject, in the case of unaudited statements, to the absence of full footnote disclosures disclosures, and to normal non-material year-end audit adjustments), (ii) are complete and correct in all material respects, (iii) fairly present in all material respects the financial condition of each Loan Party as of said dates, and the results of each of their operations for the periods stated, (iv) contain and reflect all necessary adjustments and accruals for a fair presentation presentation, in all material respects, of the financial condition of each Loan Party and the results of each of their respective operations as of the dates of and for the periods covered therebyby such Financial Statements, and (v) make full and adequate provision, subject to and in accordance with GAAP, for the various assets and liabilities (including, without limitation, including deferred revenues) of the Loan Parties, fixed or contingent, and the results of each of their operations and transactions in its accounts, as of the dates and for the periods referred to therein. (c) As of the Closing Date, except as set forth in Schedule 3.01 of the Disclosure SchedulesSchedule, no Loan Party has any liabilities, obligations or commitments of any kind or nature whatsoever, whether absolute, accrued, contingent or otherwise (collectively “Liabilities and Contingencies”), including, without limitation, including Liabilities and Contingencies under employment agreements and with respect to any “earn-outs”, stock appreciation rights, or related compensation obligations, except: (i) Liabilities and Contingencies disclosed or reflected in the Financial Statements or footnotes thereto, (ii) Liabilities and Contingencies incurred in the Ordinary Course of Business and consistent with past practice since the date of the most recent Financial Statements, or (iii) those Liabilities and Contingencies which are not required to be disclosed or reflected under GAAP. The reserves, if any, reflected on the consolidated balance sheet of the Borrower Parent included LEGAL02/39661241v2LEGAL02/39709302v6 in the most recent Financial Statements are appropriate and reasonable. As of the Closing Date, no Loan Party has had nor (during the periods covered by the Financial Statements) or presently does have any Indebtedness for money borrowed, outstanding obligations for the purchase price of property, contingent obligations or liabilities for taxes, or any unusual forward or long-term commitments, except as specifically set forth or provided for in the Financial Statements or in Schedule 3.01 of the Disclosure SchedulesSchedule. (d) Since the date of the most recent Financial StatementsStatements through the Closing Date, except as set forth in Schedule 3.01 of the Disclosure Schedule, there has been no material adverse change in the working capital, condition (financial or otherwise), assets, liabilities, prospects, reserves, business, management or operations of any Loan Party, including, without limitation, including the following: (i) there has been no material change in any assumptions underlying, or in any methods of calculating, any bad debt, contingency or other reserve relating to any Loan Party; (ii) there have been (A) no material write-downs in the value of any inventory of, and there have been no write-offs as uncollectible of any notes, Accounts or other receivables of any Loan Party other than write-offs of Accounts or other receivables reserved in full as of the date of the most recent Financial Statements, and (B) no reserves established for the uncollectibility of any notes, Accounts or other receivables of any Loan Party except to the extent that the same have been disclosed to the Agent and the Lenders in writing; (iii) no debts have been cancelled, no claims or rights of substantial value have been waived and no properties or assets (real, personal or mixed, tangible or intangible) have been sold, transferred, or otherwise disposed of by any Loan Party except in the Ordinary Course of Business; (iv) there has been no change in any method of accounting or accounting practice utilized by any Loan Party; (v) no material casualty, loss or damage has been suffered by any Loan Party, regardless of whether such casualty, loss or damage is or was covered by insurance; (vi) no Loan Party has received written notice of any changes in the policies or practices of any customer, supplier or referral source which, individually or in the aggregate, could reasonably be expected to, either individually or in the aggregate, to have a Material Adverse Effect; (vii) there has been no incurrence of (A) any liability or obligation outside of the Ordinary Course of Business, or (B) any Indebtedness other than Permitted Indebtedness; (viii) except as set forth in Schedule 3.01 of the Disclosure Schedules, there has been no declaration, setting aside or payment of any dividend or distribution or any other payment of any kind by any Loan Party to or in respect of any stock or other equity interests Capital Stock of any Loan Party; and (ix) no action described in this Section 3.01(d) has been agreed to be taken by any Loan Party. (e) Each Loan Party has in place adequate systems of internal controls sufficient to enable each Loan Party and its management to obtain timely and accurate information regarding all material aspects of its Business Operations and all material transactions relating to the Loan Parties, and no material deficiency exists with respect to such systems of internal controls.. LEGAL02/39661241v2LEGAL02/39709302v6

Financial Matters. (a) The Borrower has heretofore furnished to Except for liabilities and obligations, including without limitation reserves, policy and contract claims and statutory liabilities (all of which have been computed in accordance with SAP), disclosed or provided for in the Agent and the Lenders (i) the audited financial statements (including balance sheetsAnnual Statements, statements of income and statements of cash flows) each Reporting Company did not have, as of the Loan Parties as respective dates of December 31each of such financial statements, 2019 any liabilities or obligations (whether absolute or contingent and December 31, 2020 (in draft form)whether due or to become due) which, in conformity with SAP, applied on a consistent basis, would have been required to be or should be disclosed or provided for in such financial statements. All books of account of each case, for the twelve (12) month period then ended, Reporting Company fully and (ii) the unaudited financial statements fairly disclose all of the Loan Parties as transactions, properties, assets, investments, liabilities and obligations of April 30such Reporting Company and all of such books of account are in the possession of such Reporting Company and are true, 2021 for the twelve (12) month period then ended (collectively, the “Financial Statements”)correct and complete in all material respects. (b) The Financial Statements, as well as all other audited consolidated financial statements from time to time of RenRe and its Subsidiaries and of each other Covered Credit Party for the Fiscal Year ending December 31, 2001 and the unaudited consolidated financial statements of such entities for the nine months ended September 30, 2002 which have been delivered by or on behalf of any Loan Party to the Agent or any Lender Lenders (including without limitation the financial statements referred to i) are true and correct in Sections 5.1(a)all material respects, (b) and (c)) (iii) have been prepared in accordance with GAAP on a consistent basis for all periods (subjectexcept as disclosed therein and, in the case of unaudited interim financial statements, to for the absence of footnote disclosures and normal non-material year-end audit yearend adjustments), (ii) are complete and correct in all material respects, (iii) present fairly present in all material respects the consolidated financial condition of each Loan Party as of said the subject entities at such dates, and the results of each of their operations for the periods stated, (iv) contain and reflect all necessary adjustments and accruals for a fair presentation of the financial condition of each Loan Party then ended and the results of each of their respective operations as of the dates of investments and reserves for the periods covered thereby, and (v) make full and adequate provision, subject to and in accordance with GAAP, for the various assets and liabilities (including, without limitation, deferred revenues) of the Loan Parties, fixed or contingent, and the results of each of their operations and transactions in its accounts, as of the dates and for the periods referred to thereinthen ended. (c) As of the Closing Date, except as set forth in Schedule 3.01 of the Disclosure Schedules, no Loan Party has any liabilities, obligations or commitments of any kind or nature whatsoever, whether absolute, accrued, contingent or otherwise (collectively “Liabilities and Contingencies”), including, without limitation, Liabilities and Contingencies under employment agreements and with With respect to any “earn-outs”, stock appreciation rights, or related compensation obligations, except: (i) Liabilities representation and Contingencies disclosed in the Financial Statements or footnotes thereto, (ii) Liabilities and Contingencies incurred in the Ordinary Course of Business since warranty which is deemed to be made after the date of hereof by the most recent Financial StatementsCovered Credit Parties, or (iii) those Liabilities and Contingencies which are not required to be disclosed under GAAP. The reserves, if any, reflected on the balance sheet and statements of operations, of shareholders' equity and of cash flow, which as of such date shall most recently have been furnished by or on behalf of such Covered Credit Party to each Lender for the purposes of or in connection with this Agreement or any transaction contemplated hereby, shall have been prepared in accordance with GAAP consistently applied (except as disclosed therein and, in the case of interim financial statements, for the absence of footnote disclosures), and shall present fairly the consolidated financial condition of the Borrower included corporations covered thereby as at the dates thereof for the periods then ended, subject, in the most recent Financial Statements are appropriate and reasonable. As case of the Closing Datequarterly financial statements, no Loan Party has had nor presently does have any Indebtedness for money borrowed, outstanding obligations for the purchase price of property, contingent obligations or liabilities for taxes, or any unusual forward or longto normal year-term commitments, except as specifically set forth or provided for in the Financial Statements or in Schedule 3.01 of the Disclosure Schedulesend audit adjustments. (d) Since the date of the most recent Financial Statements, there has been no material adverse change in the working capital, condition (financial or otherwiseExcept as set forth on SCHEDULE 4.06(d), assets, liabilities, prospects, reserves, business, management or operations of any Loan Party, including, without limitation, the following: (i) there has been no material change in any assumptions underlying, or in any methods of calculating, any bad debt, contingency or other reserve relating to any Loan Party; (ii) there have been (A) no material write-downs in the value of any inventory of, and there have been no write-offs as uncollectible of any notes, Accounts or other receivables of any Loan Party other than write-offs of Accounts or other receivables reserved in full as of the date of the most recent Financial Statements, and (B) no reserves established for the uncollectibility of any notes, Accounts or other receivables of any Loan Party except to the extent that the same have been disclosed to the Agent and the Lenders in writing; (iii) no debts have been cancelled, no claims or rights of substantial value have been waived and no properties or assets (real, personal or mixed, tangible or intangible) have been sold, transferred, or otherwise disposed of by any Loan Party except in the Ordinary Course of Business; (iv) there has been no change in any method of accounting the business, assets, operations or accounting practice utilized by any Loan Party; (v) no material casualty, loss or damage has been suffered by any Loan Party, regardless of whether such casualty, loss or damage is or was covered by insurance; (vi) no Loan Party has received written notice financial condition of any changes in the policies Covered Credit Party and its Subsidiaries which has had or practices of any customer, supplier or referral source which, individually or in the aggregate, could reasonably be expected to, either individually or in the aggregate, to have a Material Adverse Effect; (vii) there has been no incurrence of (A) any liability or obligation outside of the Ordinary Course of BusinessEffect since December 31, or (B) any Indebtedness other than Permitted Indebtedness; (viii) except as set forth in Schedule 3.01 of the Disclosure Schedules, there has been no declaration, setting aside or payment of any dividend or distribution or any other payment of any kind by any Loan Party to or in respect of any stock or other equity interests of any Loan Party; and (ix) no action described in this Section 3.01(d) has been agreed to be taken by any Loan Party2001. (e) Each Loan Party has in place adequate systems of internal controls sufficient to enable each Loan Party and its management to obtain timely and accurate information regarding all material aspects of its Business Operations and all material transactions relating to the Loan Parties, and no material deficiency exists with respect to such systems of internal controls.

Financial Matters. (a) The Borrower has heretofore furnished to the Agent and the Lenders (i) the Lender audited consolidated financial statements (including balance sheets, statements of income and statements of cash flows) of the Loan Parties Companies and their Subsidiaries as of at December 31, 2019 1996 and December 31, 2020 (in draft form), in each case, for the twelve (12) month period then ended1997, and (ii) the internal unaudited consolidated financial statements of the Loan Parties Companies and their Subsidiaries as of April September 30, 2021 1998 and for the twelve nine (129) month period months then ended (collectively, the “"Financial Statements”"). (b) The Financial Statements, as well as all other financial statements from time to time delivered by or on behalf of any Loan Party to the Agent or any Lender (including without limitation the financial statements referred to in Sections 5.1(a), (b) and (c)) (i) Statements have been prepared in accordance with GAAP on a consistent basis for all periods (subject, in the case of unaudited statements, to the absence of full footnote disclosures disclosures, and to normal non-material year-end audit adjustmentsadjustments which are not expected to be material), (ii) are complete and correct in all material respects, (iii) and fairly present in all material respects the consolidated financial condition of each Loan Party the Companies and their Subsidiaries as of at said dates, and the results of each of their operations for the periods stated, (iv) contain . The books of account and reflect all necessary adjustments and accruals for a fair presentation other financial records of the financial condition of each Loan Party Borrower and the results of each of their respective operations as of the dates of and for the periods covered thereby, and (v) make full and adequate provision, subject to and its Subsidiaries have been maintained in accordance with GAAP, for the various assets and liabilities (including, without limitation, deferred revenues) of the Loan Parties, fixed or contingent, and the results of each of their operations and transactions in its accounts, as of the dates and for the periods referred to thereinsound business practices. (c) As of The Borrower, the Closing Date, except as set forth in Schedule 3.01 of the Disclosure Schedules, no Loan Party has Companies and their Subsidiaries do not have any liabilities, obligations or commitments of any kind or nature whatsoever, whether absolute, accrued, contingent or otherwise (collectively “"Liabilities and Contingencies”"), including, without limitation, Liabilities and Contingencies under employment agreements and with respect to any “"earn-outs”", stock appreciation rights, or related compensation obligations, except: (i) Liabilities and Contingencies disclosed in the Financial Statements or footnotes thereto, (ii) Liabilities and Contingencies owed to Xxxxxxxxx, all of which are disclosed in the Acquisition Agreement and exhibits thereto (true copies of which have been furnished to Lender); (iii) Liabilities and Contingencies not incurred in the Ordinary Course ordinary course of the Business Operations, all of which (and the amounts thereof, to the extent determinable), to the extent in excess of $500,000 in the aggregate as to all such Liabilities and Contingencies, are disclosed on Schedules to this Agreement or to the Asset Purchase Agreement, (iv) Liabilities and Contingencies incurred in the ordinary course of business and consistent with past practice since the date of the most recent Financial Statements, which are not required to be disclosed on Schedules to this Agreement, or (iiiv) those Liabilities and Contingencies which are not required to be disclosed under GAAP. The reserves, if any, reflected on the balance sheet of the Borrower included in the most recent Financial Statements are appropriate and reasonable. As of the Closing Date, no Loan Party has had nor presently does have any Indebtedness for money borrowed, outstanding obligations for the purchase price of property, contingent obligations or liabilities for taxes, or any unusual forward or long-term commitments, except as specifically set forth or provided for in the Financial Statements or in Schedule 3.01 of the Disclosure Schedules. (d) Since the date of the most recent Financial StatementsStatements and except as set forth on Schedule 1 annexed hereto, there has been no material adverse change in the working capital, condition (financial or otherwise), assets, liabilities, prospects, reserves, business, prospects, management or operations Business Operations of the Borrower, the Companies or any Loan Partyof their Subsidiaries, including, without limitation, the following: (i) there has been no material change in any assumptions underlyingchange, claim, fine, levy, injunction, grounding or in any methods of calculatingother action taken, made or asserted against the Borrower, any bad debtof the Companies or any of their Subsidiaries by the FAA, contingency the DOT or any other reserve relating to any Loan Partyfederal or state agency regulating the aviation industry or the Business which has not been fully paid or satisfied; (ii) there have been (A) no material write-downs in the value of any inventory ofdebts, and there have been no write-offs as uncollectible of any notes, Accounts or other receivables of any Loan Party other than write-offs of Accounts or other receivables reserved in full as of the date of the most recent Financial Statementsintercompany debts, and (B) no reserves established for the uncollectibility of any notes, Accounts or other receivables of any Loan Party except to the extent that the same have been disclosed to the Agent and the Lenders in writing; (iii) no debts have been cancelled, no claims or rights of substantial value have been waived and no properties or assets (real, personal or mixed, tangible or intangible) have been sold, transferred, or otherwise disposed of by the Borrower, the Companies or any Loan Party Subsidiary except in the Ordinary Course ordinary course of Businessbusiness and consistent with past practice; (iviii) there has been no change in any method of accounting or accounting practice utilized by the Borrower, the Companies or any Loan PartySubsidiary; (viv) no material casualty, loss or damage has been suffered by the Borrower, the Companies or any Loan PartySubsidiary, regardless of whether such casualty, loss or damage is or was covered by insurance; (vi) no Loan Party has received written notice of any changes in the policies or practices of any customer, supplier or referral source which, individually or in the aggregate, could reasonably be expected to, either individually or in the aggregate, have a Material Adverse Effect; (vii) there has been no incurrence of (A) any liability or obligation outside of the Ordinary Course of Business, or (B) any Indebtedness other than Permitted Indebtedness; (viii) except as set forth in Schedule 3.01 of the Disclosure Schedules, there has been no declaration, setting aside or payment of any dividend or distribution or any other payment of any kind by any Loan Party to or in respect of any stock or other equity interests of any Loan Party; and (ixv) no action described in this Section 3.01(d3.01(e) has been agreed to be taken by the Borrower or any Loan PartySubsidiary. (e) Each Loan Party has in place adequate systems of internal controls sufficient to enable each Loan Party and its management to obtain timely and accurate information regarding all material aspects of its Business Operations and all material transactions relating to the Loan Parties, and no material deficiency exists with respect to such systems of internal controls.

Financial Matters. (a) The Borrower has heretofore furnished to the Agent and the Lenders (i) Lender the audited consolidated financial statements (including balance sheets, statements of income and statements of cash flows) of the Loan Parties Borrower and its Subsidiaries as of December 31at February 28, 2019 2009 and December 312010 and February 29 2011, 2020 (in draft form), in each case, and for the twelve (12) month period then ended, and (ii) the unaudited financial statements of the Loan Parties as of April 30, 2021 for the twelve (12) month period Fiscal Years then ended (collectively, the “Financial Statements”). (b) The Financial Statements, as well as all other financial statements from time to time delivered by or on behalf of any Loan Party to the Agent or any Lender (including without limitation the financial statements referred to in Sections 5.1(a), (b) and (c)) Statements (i) have been prepared in accordance with GAAP and Regulation S-X promulgated under the Act on a consistent basis for all periods (subject, in the case of unaudited statements, to the absence of full footnote disclosures disclosures, and to normal non-material year-end audit adjustments), (ii) are complete and correct in all material respects, (iii) fairly present in all material respects the consolidated financial condition of each Loan Party the Borrower and its Subsidiaries as of said dates, and the results of each of their operations for the periods stated, (iv) contain and reflect all necessary adjustments and accruals accruals, as applicable, for a fair presentation of the Borrower’s and its Subsidiaries’ consolidated financial condition of each Loan Party and the results of each of their respective operations as of the dates of and for the periods covered therebyby such Financial Statements, and (v) make full and adequate provision, subject to and in accordance with GAAP, for the various assets and liabilities (including, without limitation, deferred revenues) of the Loan PartiesBorrower, fixed or contingent, and the results of each of their operations and transactions in its their accounts, as of the dates and for the periods referred to therein. (c) As of the Closing Date, except Except as set forth in Schedule 3.01 of the Disclosure SchedulesSchedule, no Loan Party has neither the Borrower nor any of its Subsidiaries have any liabilities, obligations or commitments of any kind or nature whatsoever, whether absolute, accrued, contingent or otherwise (collectively “Liabilities and Contingencies”), including, without limitation, Liabilities and Contingencies under employment agreements and with respect to any “earn-outs”, stock appreciation rights, or related compensation obligations, except: (i) Liabilities and Contingencies disclosed in the Financial Statements or footnotes thereto, (ii) Liabilities and Contingencies incurred in the Ordinary Course ordinary course of Business business and consistent with past practice since the date of the most recent Financial Statements, or (iii) those Liabilities and Contingencies which are not required to be disclosed under GAAP. The reserves, if any, reflected on the balance sheet of the Borrower included in the most recent Financial Statements are appropriate and reasonable. As Neither the Borrower nor any of the Closing Date, no Loan Party has had nor presently does its Subsidiaries have any Indebtedness for money borrowed, outstanding obligations for the purchase price of property, contingent obligations or liabilities for taxes, or any material or unusual forward or long-term commitments, except as specifically set forth or provided for in the Financial Statements or in Schedule 3.01 of the Disclosure SchedulesSchedule. (d) Since the date of the most recent Financial Statements, except as set forth in Schedule 3.01 of the Disclosure Schedule, there has been no material adverse change in the working capital, condition (financial or otherwise), assets, liabilities, prospects, reserves, business, management management, operations or operations prospects of the Borrower or any Loan Partyof its Subsidiaries, including, without limitation, the following: (i) there has been no material change in any assumptions underlying, or in any methods of calculating, any bad debt, contingency or other reserve relating to the Borrower or any Loan PartySubsidiary; (ii) there have been (A) no material write-downs in the value of any inventory of, and there have been no write-offs as uncollectible of any notes, Accounts accounts receivable or other receivables of of, the Borrower or any Loan Party Subsidiary other than write-offs of Accounts or other receivables accounts receivable reserved in full as of the date of the most recent Financial Statementsfinancial statements delivered to the Lender, and (B) no reserves established for the uncollectibility of any notes, Accounts or other receivables of the Borrower or any Loan Party Subsidiary except to the extent that the same have been disclosed to the Agent Lender in writing and would not, individually or in the Lenders in writingaggregate, cause the outstanding Drawdowns to exceed the Revolving Credit Commitment; (iii) no debts which, individually or in the aggregate, are material to the Borrower and its Subsidiaries (taken as a whole) have been cancelled, no claims or rights of substantial value have been waived and no properties or assets (real, personal or mixed, tangible or intangible) have been sold, transferred, or otherwise disposed of by the Borrower or any Loan Party Subsidiary except in the Ordinary Course ordinary course of Businessbusiness and consistent with past practice; (iv) there has been no change in any method of accounting or accounting practice utilized by the Borrower or any Loan PartySubsidiary; (v) no material casualty, loss or damage has been suffered by the Borrower or any Loan PartySubsidiary, regardless of whether such casualty, loss or damage is or was covered by insurance; (vi) no Loan Party has received written notice of any Any announced changes in the policies or practices of any customer, supplier or referral source which, individually of the Borrower or in any Subsidiary which the aggregate, could Borrower or such Subsidiary has received written notice of and which would reasonably be expected to, either individually or in the aggregate, to have a Material Adverse Effect; (vii) there has been no Any incurrence of (A) any liability or obligation outside of the Ordinary Course ordinary course of Businessbusiness which, individually or in the aggregate, is or will be material to the consolidated financial condition of the Borrower and its Subsidiaries, or (B) any Indebtedness other than Permitted Indebtedness; (viii) except as set forth in Schedule 3.01 of the Disclosure Schedules, there has been no Any declaration, setting aside or payment of any dividend or distribution or any other payment of any kind by any Loan Party the Borrower to or in respect of any stock or other equity interests securities of any Loan Partythe Borrower; and (ix) no No action described in this Section 3.01(d) has been agreed to be taken by the Borrower or any Loan PartySubsidiary. (e) Each Loan Party has The Borrower and its Subsidiaries have in place adequate systems of internal controls and disclosure controls and procedures sufficient to enable each Loan Party provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (v) the Borrower and its management are able to obtain timely and accurate information regarding all material aspects of its the Business Operations and all material transactions relating to the Loan Parties, Borrower and the Subsidiaries; and no material deficiency exists with respect to such the Borrower’s or any Subsidiary’s systems of internal controls. (f) All of the SEC Reports (as amended), as of the respective dates thereof, complied in all material respects, as applicable, with the Act and the Exchange Act.

Financial Matters. (a) The Borrower has heretofore furnished to the Agent and the Lenders Lender (i) the audited consolidated financial statements (including balance sheets, statements of income and statements of cash flows, and including the notes thereto) of the Loan Parties Borrower and its Subsidiaries as of at December 31, 2019 2006 and December 312007, 2020 (in draft form), in each case, and for the twelve (12) month period Fiscal Years then ended, and (ii) the unaudited consolidated financial statements of the Loan Parties Borrower and its Subsidiaries (including the notes thereto) as of April 30March 31, 2021 2008 and for the twelve three (123) month period months then ended (collectively, the “Financial Statements”). (b) The Financial Statements, as well as all other financial statements from time to time delivered by or on behalf of any Loan Party to the Agent or any Lender (including without limitation the financial statements referred to in Sections 5.1(a), (b) and (c)) Statements (i) have been prepared in accordance with GAAP and Regulation S-X promulgated under the Act on a consistent basis for all periods (subject, in the case of unaudited statements, to the absence of full footnote disclosures disclosures, and to normal non-material year-end audit adjustments), (ii) are complete and correct in all material respects, (iii) fairly present in all material respects the consolidated financial condition of each Loan Party the Borrower and its Subsidiaries as of said dates, and the results of each of their operations for the periods stated, (iv) contain and reflect all necessary material adjustments and accruals for a fair presentation of the Company’s consolidated financial condition of each Loan Party and the results of each of their respective its consolidated operations as of the dates of and for the periods covered therebyby such Financial Statements, and (v) make full and adequate provision, subject to and in accordance with GAAP, for the various assets and liabilities (including, without limitation, deferred revenues) of the Loan PartiesCompany and its Subsidiaries, fixed or contingent, and the results of each of their operations and transactions in its their accounts, as of the dates and for the periods referred to therein. (c) As of the Closing Date, except Except as set forth in Schedule 3.01 of the Disclosure SchedulesSchedule, no Loan Party has the Borrower and its Subsidiaries do not have any liabilities, obligations or commitments of any kind or nature whatsoever, whether absolute, accrued, contingent or otherwise (collectively “Liabilities and Contingencies”), including, without limitation, Liabilities and Contingencies under employment agreements and with respect to any “earn-outs”, stock appreciation rights, or related compensation obligations, except: (i) Liabilities and Contingencies disclosed in the Financial Statements or footnotes thereto, (ii) Liabilities and Contingencies incurred in the Ordinary Course ordinary course of Business business and consistent with past practice since the date of the most recent Financial Statements, or (iii) those Liabilities and Contingencies which are not required to be disclosed under GAAP. The reserves, if any, reflected on the consolidated balance sheet of the Borrower and its Subsidiaries included in the most recent Financial Statements are appropriate and reasonable. As Neither the Borrower nor any of the Closing Date, no Loan Party its Subsidiaries has had nor or presently does have has any Indebtedness for money borrowed, outstanding obligations for the purchase price of property, contingent obligations or liabilities for taxes, or any unusual forward or long-term commitments, except as specifically set forth or provided for in the Financial Statements or in Schedule 3.01 of the Disclosure SchedulesSchedule. (d) Since the date of the most recent Financial Statements, except for the transactions pursuant to the Loan Documents and except as set forth in Schedule 3.01 of the Disclosure Schedule, there has been no material adverse change in the working capital, condition (financial or otherwise), assets, liabilities, prospects, reserves, business, management or operations Business Operations of the Borrower or any Loan Partyof its Subsidiaries, including, without limitation, the following: (i) there has been no material change in any assumptions underlying, or in any methods of calculating, any bad debt, contingency or other reserve relating to the Borrower or any Loan PartySubsidiary; (ii) there have been (A) no material write-downs in the value of any inventory of, and there have been no write-offs as uncollectible of any notes, Accounts or other receivables of of, the Borrower or any Loan Party Subsidiary other than write-offs of Accounts or other receivables accounts receivable reserved in full as of the date of the most recent Financial Statementsfinancial statements delivered to the Lender, and (B) no reserves established for the uncollectibility of any notes, Accounts or other receivables of the Borrower or any Loan Party Subsidiary except to the extent that the same have been disclosed to the Agent and the Lenders Lender in writing; (iii) no debts have been cancelled, no claims or rights of substantial value have been waived and no properties or assets (real, personal or mixed, tangible or intangible) have been sold, transferred, or otherwise disposed of by the Borrower or any Loan Party Subsidiary except (A) dispositions of worn-out or obsolete personal property, and (B) otherwise in the Ordinary Course ordinary course of Businessbusiness and consistent with past practice; (iv) there has been no change in any method of accounting or accounting practice utilized by the Borrower or any Loan PartySubsidiary; (v) no material casualty, loss or damage has been suffered by the Borrower or any Loan PartySubsidiary, regardless of whether such casualty, loss or damage is or was covered by insurance; (vi) to the Borrower’s Knowledge, (A) there have been no Loan Party has received written notice of any announced changes in the policies or practices of any customer, supplier or referral source which, individually or in the aggregate, could which would reasonably be expected to, either individually or in the aggregate, to have a Material Adverse Effect, and (B) no material Account Debtor has suffered or effected any of the conditions described in Sections 7.01(f) or 7.01(g) below or otherwise indicated in writing its inability to or its anticipated inability to pay its debts and obligations as they become due; (vii) there has been no incurrence by the Company or any Subsidiary of (A) any material liability or obligation outside of the Ordinary Course ordinary course of Businessbusiness, or (B) any Indebtedness other than Permitted Indebtedness; (viii) except as set forth in Schedule 3.01 of the Disclosure Schedules, there has been no declaration, setting aside or payment of any dividend or distribution or any other payment of any kind by any Loan Party the Borrower to or in respect of any stock or other equity interests securities of any Loan Partythe Borrower; and (ix) no No action described in this Section 3.01(d) has been agreed to be taken by the Borrower or any Loan PartySubsidiary. (e) Each Loan Party has Except as otherwise provided in the SEC Reports, as evaluated at the end of each fiscal quarter in the case of disclosure controls and procedures, and as evaluated at the end of each Fiscal Year in the case of internal controls, the Borrower and its Subsidiaries have in place adequate systems of internal controls and disclosure controls and procedures sufficient to enable each Loan Party provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and Regulation S-X and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (v) the Borrower and its management are able to obtain timely and accurate information regarding all material aspects of its the Business Operations and all material transactions relating to the Loan Parties, Borrower and the Subsidiaries; and no material deficiency exists with respect to such the Borrower’s or any Subsidiary’s systems of internal controls. (f) All of the SEC Reports, as of the respective dates thereof (but giving effect to any amendments or supplements thereto filed prior to the date of this Agreement), complied in all material respects, as applicable, with the Act and the Exchange Act.

Financial Matters. (a) The Borrower has heretofore furnished to the Agent and the Lenders (i) Lender the audited consolidated financial statements (including balance sheets, statements of income and statements of cash flows) of the Loan Parties Borrower and its Subsidiaries as of December 31at June 30, 2019 2005, 2006 and December 312007, 2020 (in draft form), in each case, and for the twelve (12) month period then ended, and (ii) the unaudited financial statements of the Loan Parties as of April 30, 2021 for the twelve (12) month period Fiscal Years then ended (collectively, the ““ Financial StatementsStatements ”). (b) The Financial Statements, as well as all other financial statements from time to time delivered by or on behalf of any Loan Party to the Agent or any Lender (including without limitation the financial statements referred to in Sections 5.1(a), (b) and (c)) Statements (i) have been prepared in accordance with GAAP and Regulation S-X promulgated under the Act on a consistent basis for all periods (subject, in the case of unaudited statements, to the absence of full footnote disclosures disclosures, and to normal non-material year-end audit adjustments), (ii) are complete and correct in all material respects, (iii) fairly present in all material respects the consolidated financial condition of each Loan Party the Borrower and its Subsidiaries as of said dates, and the results of each of their operations for the periods stated, (iv) contain and reflect all necessary adjustments and accruals accruals, as applicable, for a fair presentation of the Borrower’s and its Subsidiaries’ consolidated financial condition of each Loan Party and the results of each of their respective operations as of the dates of and for the periods covered therebyby such Financial Statements, and (v) make full and adequate provision, subject to and in accordance with GAAP, for the various assets and liabilities (including, without limitation, deferred revenues) of the Loan PartiesBorrower, fixed or contingent, and the results of each of their operations and transactions in its their accounts, as of the dates and for the periods referred to therein. (c) As of the Closing Date, except Except as set forth in Schedule 3.01 of the Disclosure SchedulesSchedule, no Loan Party has neither the Borrower nor any of its Subsidiaries have any liabilities, obligations or commitments of any kind or nature whatsoever, whether absolute, accrued, contingent or otherwise (collectively ““ Liabilities and ContingenciesContingencies ”), including, without limitation, Liabilities and Contingencies under employment agreements and with respect to any “earn-outs”, stock appreciation rights, or related compensation obligations, except: (i) Liabilities and Contingencies disclosed in the Financial Statements or footnotes thereto, (ii) Liabilities and Contingencies incurred in the Ordinary Course ordinary course of Business business and consistent with past practice since the date of the most recent Financial Statements, or (iii) those Liabilities and Contingencies which are not required to be disclosed under GAAP. The reserves, if any, reflected on the balance sheet of the Borrower included in the most recent Financial Statements are appropriate and reasonable. As Neither the Borrower nor any of the Closing Date, no Loan Party has had nor presently does its Subsidiaries have any Indebtedness for money borrowed, outstanding obligations for the purchase price of property, contingent obligations or liabilities for taxes, or any material or unusual forward or long-term commitments, except as specifically set forth or provided for in the Financial Statements or in Schedule 3.01 of the Disclosure SchedulesSchedule. (d) Since the date of the most recent Financial Statements, except as set forth in Schedule 3.01 of the Disclosure Schedule, there has been no material adverse change in the working capital, condition (financial or otherwise), assets, liabilities, prospects, reserves, business, management management, operations or operations prospects of the Borrower or any Loan Partyof its Subsidiaries, including, without limitation, the following: (i) there has been no material change in any assumptions underlying, or in any methods of calculating, any bad debt, contingency or other reserve relating to the Borrower or any Loan PartySubsidiary; (ii) there have been (A) no material write-downs in the value of any inventory of, and there have been no write-offs as uncollectible of any notes, Accounts accounts receivable or other receivables of of, the Borrower or any Loan Party Subsidiary other than write-offs of Accounts or other receivables accounts receivable reserved in full as of the date of the most recent Financial Statementsfinancial statements delivered to the Lender, and (B) no reserves established for the uncollectibility of any notes, Accounts or other receivables of the Borrower or any Loan Party Subsidiary except to the extent that the same have been disclosed to the Agent Lender in writing and would not, individually or in the Lenders in writingaggregate, cause the outstanding Advances to exceed the Revolving Credit Commitment; (iii) no debts which, individually or in the aggregate, are material to the Borrower and its Subsidiaries (taken as a whole) have been cancelled, no claims or rights of substantial value have been waived and no properties or assets (real, personal or mixed, tangible or intangible) have been sold, transferred, or otherwise disposed of by the Borrower or any Loan Party Subsidiary except in the Ordinary Course ordinary course of Businessbusiness and consistent with past practice; (iv) there has been no change in any method of accounting or accounting practice utilized by the Borrower or any Loan PartySubsidiary; (v) no material casualty, loss or damage has been suffered by the Borrower or any Loan PartySubsidiary, regardless of whether such casualty, loss or damage is or was covered by insurance; (vi) no Loan Party has received written notice of any Any announced changes in the policies or practices of any customer, supplier or referral source which, individually of the Borrower or in any Subsidiary which the aggregate, could Borrower or such Subsidiary has received written notice of and which would reasonably be expected to, either individually or in the aggregate, to have a Material Adverse Effect; (vii) there has been no Any incurrence of (A) any liability or obligation outside of the Ordinary Course ordinary course of Businessbusiness which, individually or in the aggregate, is or will be material to the consolidated financial condition of the Borrower and its Subsidiaries, or (B) any Indebtedness other than Permitted Indebtedness; (viii) except as set forth in Schedule 3.01 of the Disclosure Schedules, there has been no Any declaration, setting aside or payment of any dividend or distribution or any other payment of any kind by any Loan Party the Borrower to or in respect of any stock or other equity interests securities of any Loan Partythe Borrower; and (ix) no No action described in this Section 3.01(d) has been agreed to be taken by the Borrower or any Loan PartySubsidiary. (e) Each Loan Party has The Borrower and its Subsidiaries have in place adequate systems of internal controls and disclosure controls and procedures sufficient to enable each Loan Party provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (v) the Borrower and its management are able to obtain timely and accurate information regarding all material aspects of its the Business Operations and all material transactions relating to the Loan Parties, Borrower and the Subsidiaries; and no material deficiency exists with respect to such the Borrower’s or any Subsidiary’s systems of internal controls. (f) All of the SEC Reports (as amended), as of the respective dates thereof, complied in all material respects, as applicable, with the Act and the Exchange Act. (g) The representations and warranties made in this Section 3.01 are subject to the matters disclosed in the Borrower’s Current Report on Form 8-K dated October 18, 2007, filed with the SEC.

Financial Matters. (a) The Borrower has heretofore furnished to the Agent and the Lenders Lender (i) the audited consolidated financial statements (including balance sheets, statements of income and statements of cash flows, and including the notes thereto) of the Loan Parties Borrower and its Subsidiaries as of at December 31, 2019 2006, 2007 and December 312008, 2020 (in draft form), in each case, and for the twelve (12) month period Fiscal Years then ended, and (ii) the unaudited consolidated financial statements of the Loan Parties Borrower and its Subsidiaries (including the notes thereto) as of April 30March 31, 2021 2009 and for the twelve three (123) month period months then ended (collectively, the “Financial Statements”). (b) The Financial Statements, as well as all other financial statements from time to time delivered by or on behalf of any Loan Party to the Agent or any Lender (including without limitation the financial statements referred to in Sections 5.1(a), (b) and (c)) Statements (i) have been prepared in accordance with GAAP and Regulation S-X promulgated under the Act on a consistent basis for all periods (subject, in the case of unaudited statements, to the absence of full footnote disclosures disclosures, and to normal non-material year-end audit adjustments), (ii) are complete and correct in all material respects, (iii) fairly present in all material respects the consolidated financial condition of each Loan Party the Borrower and its Subsidiaries as of said dates, and the results of each of their operations for the periods stated, (iv) contain and reflect all necessary material adjustments and accruals for a fair presentation of the Company’s consolidated financial condition of each Loan Party and the results of each of their respective its consolidated operations as of the dates of and for the periods covered therebyby such Financial Statements, and (v) make full and adequate provision, subject to and in accordance with GAAP, for the various assets and liabilities (including, without limitation, deferred revenues) of the Loan PartiesCompany and its Subsidiaries, fixed or contingent, and the results of each of their operations and transactions in its their accounts, as of the dates and for the periods referred to therein. (c) As of the Closing Date, except Except as set forth in Schedule 3.01 of the Disclosure SchedulesSchedule, no Loan Party has the Borrower and its Subsidiaries do not have any liabilities, obligations or commitments of any kind or nature whatsoever, whether absolute, accrued, contingent or otherwise (collectively “Liabilities and Contingencies”), including, without limitation, Liabilities and Contingencies under employment agreements and with respect to any “earn-outs”, stock appreciation rights, or related compensation obligations, except: (i) Liabilities and Contingencies disclosed in the Financial Statements or footnotes thereto, (ii) Liabilities and Contingencies incurred in the Ordinary Course ordinary course of Business business and consistent with past practice since the date of the most recent Financial Statements, or (iii) those Liabilities and Contingencies which are not required to be disclosed under GAAP. The reserves, if any, reflected on the consolidated balance sheet of the Borrower and its Subsidiaries included in the most recent Financial Statements are appropriate and reasonable. As Neither the Borrower nor any of the Closing Date, no Loan Party its Subsidiaries has had nor or presently does have has any Indebtedness for money borrowed, outstanding obligations for the purchase price of property, contingent obligations or liabilities for taxes, or any unusual forward or long-term commitments, except as specifically set forth or provided for in the Financial Statements or in Schedule 3.01 of the Disclosure SchedulesSchedule. (d) Since the date of the most recent Financial Statements, except for the transactions pursuant to the Loan Documents and except as set forth in Schedule 3.01 of the Disclosure Schedule, there has been no material adverse change in the working capital, condition (financial or otherwise), assets, liabilities, prospects, reserves, business, management or operations Business Operations of the Borrower or any Loan Partyof its Subsidiaries, including, without limitation, the following: (i) there has been no material change in any assumptions underlying, or in any methods of calculating, any bad debt, contingency or other reserve relating to the Borrower or any Loan PartySubsidiary; (ii) there have been (A) no material write-downs in the value of any inventory of, and there have been no write-offs as uncollectible of any notes, Accounts or other receivables of of, the Borrower or any Loan Party Subsidiary other than write-offs of Accounts or other receivables accounts receivable reserved in full as of the date of the most recent Financial Statementsfinancial statements delivered to the Lender, and (B) no reserves established for the uncollectibility of any notes, Accounts or other receivables of the Borrower or any Loan Party Subsidiary except to the extent that the same have been disclosed to the Agent and the Lenders Lender in writing; (iii) no debts have been cancelled, no claims or rights of substantial value have been waived and no properties or assets (real, personal or mixed, tangible or intangible) have been sold, transferred, or otherwise disposed of by the Borrower or any Loan Party Subsidiary except (A) dispositions of worn-out or obsolete personal property, and (B) otherwise in the Ordinary Course ordinary course of Businessbusiness and consistent with past practice; (iv) there has been no change in any method of accounting or accounting practice utilized by the Borrower or any Loan PartySubsidiary; (v) no material casualty, loss or damage has been suffered by the Borrower or any Loan PartySubsidiary, regardless of whether such casualty, loss or damage is or was covered by insurance; (vi) to the Borrower’s Knowledge, (A) there have been no Loan Party has received written notice of any announced changes in the policies or practices of any customer, supplier or referral source which, individually or in the aggregate, could which would reasonably be expected to, either individually or in the aggregate, to have a Material Adverse Effect, and (B) no material Account Debtor has suffered or effected any of the conditions described in Sections 7.01(f) or 7.01(g) below or otherwise indicated in writing its inability to or its anticipated inability to pay its debts and obligations as they become due; (vii) there has been no incurrence by the Company or any Subsidiary of (A) any material liability or obligation outside of the Ordinary Course ordinary course of Businessbusiness, or (B) any Indebtedness other than Permitted Indebtedness; (viii) except as set forth in Schedule 3.01 of the Disclosure Schedules, there has been no declaration, setting aside or payment of any dividend or distribution or any other payment of any kind by any Loan Party the Borrower to or in respect of any stock or other equity interests securities of any Loan Partythe Borrower; and (ix) no action described in this Section 3.01(d) has been agreed to be taken by the Borrower or any Loan PartySubsidiary. (e) Each Loan Party has Except as otherwise provided in the SEC Reports, as evaluated at the end of each fiscal quarter in the case of disclosure controls and procedures, and as evaluated at the end of each Fiscal Year in the case of internal controls, the Borrower and its Subsidiaries have in place adequate systems of internal controls and disclosure controls and procedures sufficient to enable each Loan Party provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and Regulation S-X and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (v) the Borrower and its management are able to obtain timely and accurate information regarding all material aspects of its the Business Operations and all material transactions relating to the Loan Parties, Borrower and the Subsidiaries; and no material deficiency exists with respect to such the Borrower’s or any Subsidiary’s systems of internal controls. (f) All of the SEC Reports, as of the respective dates thereof (but giving effect to any amendments or supplements thereto filed prior to the date of this Agreement), complied in all material respects, as applicable, with the Act and the Exchange Act.

Financial Matters. (ai) The Borrower has heretofore furnished consolidated balance sheets of ----------------- the Company and its Subsidiaries as of the last day of the fiscal year ended on December 31, 1998 and as of the last day of the fiscal quarter ended on April 3, 1999, and (in either case) the related consolidated statements of income and cash flows of the Company and its Subsidiaries for such fiscal year or fiscal quarter, as the case may be, together (in the case of the fiscal year end financial statements) with reports thereon by Xxxxxx Xxxxxxxx & Co., independent public accountants, copies of which have been delivered to the Agent and each Lender prior to the Lenders (i) execution of this Agreement, fairly present the audited consolidated financial statements (including position of the Company and its Subsidiaries as of the date of said balance sheets, sheets and the consolidated results of their operations for the periods covered by said statements of income and statements of cash flows) of the Loan Parties as of December 31, 2019 and December 31, 2020 (in draft form), in each case, for the twelve (12) month period then ended, and (ii) the unaudited financial statements of the Loan Parties as of April 30, 2021 for the twelve (12) month period then ended (collectively, the “Financial Statements”). (b) The Financial Statements, as well as all other financial statements from time to time delivered by or on behalf of any Loan Party to the Agent or any Lender (including without limitation the financial statements referred to in Sections 5.1(a), (b) and (c)) (i) have been prepared in accordance with GAAP on a consistent basis for consistently applied in all material respects by the Company and its Subsidiaries throughout the periods involved, except (subject, x) in the case of unaudited the fiscal year end financial statements, to as set forth in the absence notes thereto and (y) in the case of footnote disclosures and the three-month interim financial statements, for normal non-material year-end audit adjustments)adjustments and the absence of footnotes. There are no material liabilities, contingent or otherwise, of the Company or any Subsidiary of the Company not reflected in the consolidated balance sheets as of December 31, 1998 and as of April 3, 1999 or in the notes thereto which are required to be disclosed therein. (ii) are complete The consolidated balance sheets of Unisource and correct its Subsidiaries as of the last day of the fiscal year ended on September 30, 1998 and as of the last day of the fiscal quarter ended on March 31, 1999, and (in all material respectseither case) the related consolidated statements of income and cash flows of Unisource and its Subsidiaries for such fiscal year or fiscal quarter, as the case may be, together (iiiin the case of the fiscal year end financial statements) with reports thereon by Ernst & Young LLP, independent public accountants, copies of which have been delivered to the Agent and each Lender prior to the execution of this Agreement, fairly present in all material respects the consolidated financial condition position of each Loan Party Unisource and its Subsidiaries as of the date of said dates, balance sheets and the consolidated results of each of their operations for the periods stated, (iv) contain covered by said statements of income and reflect all necessary adjustments and accruals for a fair presentation of the financial condition of each Loan Party and the results of each of their respective operations as of the dates of and for the periods covered therebycash flows, and (v) make full and adequate provision, subject to and have been prepared in accordance with GAAPGAAP consistently applied in all material respects by Unisource and its Subsidiaries throughout the periods involved, except (x) in the case of the fiscal year end financial statements, as set forth in the notes thereto and (y) in the case of the six-month interim financial statements, for the various assets and liabilities (including, without limitation, deferred revenues) of the Loan Parties, fixed or contingent, normal year-end audit adjustments and the results absence of each footnotes. There are no material liabilities, contingent or otherwise, of their operations and transactions Unisource or any Subsidiary of Unisource not reflected in its accounts, the consolidated balance sheet as of September 30, 1998 and as of March 31, 1999 or in the dates notes thereto which are required to be disclosed therein. (b) Since December 31, 1998 (or, in the case of Unisource, since September 30, 1998), there has been no Material Adverse Effect and for no development which is likely to have a Material Adverse Effect, except as reflected in the periods referred Company's or Unisource's periodic reports filed with the Securities and Exchange Commission prior to thereinthe Closing Date. (c) As of the Closing Date, except as set forth in Schedule 3.01 of the Disclosure Schedules, There is no Loan Party has any liabilities, obligations or commitments of any kind or nature whatsoever, whether absolute, accruedmaterial obligation, contingent liability or otherwise (collectively “Liabilities and Contingencies”), including, without limitation, Liabilities and Contingencies under employment agreements and with respect to any “earn-outs”, stock appreciation rights, or related compensation obligations, except: (i) Liabilities and Contingencies disclosed in the Financial Statements or footnotes thereto, (ii) Liabilities and Contingencies incurred in the Ordinary Course of Business since the date of the most recent Financial Statements, or (iii) those Liabilities and Contingencies which are not required to be disclosed under GAAP. The reserves, if any, reflected on the balance sheet of the Borrower included in the most recent Financial Statements are appropriate and reasonable. As of the Closing Date, no Loan Party has had nor presently does have any Indebtedness for money borrowed, outstanding obligations for the purchase price of property, contingent obligations or liabilities liability for taxes, long-term leases or any unusual forward or long-term commitments, except as specifically set forth or provided for commitments which is not reflected in the Financial Statements or in Schedule 3.01 April 3, 1999 consolidated financial statements of the Disclosure Schedules. (d) Since the date of the most recent Financial Statements, there has been no material adverse change in the working capital, condition (financial or otherwise), assets, liabilities, prospects, reserves, business, management or operations of any Loan Party, including, without limitation, the following: (i) there has been no material change in any assumptions underlying, or in any methods of calculating, any bad debt, contingency or other reserve relating to any Loan Party; (ii) there have been (A) no material write-downs in the value of any inventory of, Company and there have been no write-offs as uncollectible of any notes, Accounts or other receivables of any Loan Party other than write-offs of Accounts or other receivables reserved in full as of the date of the most recent Financial Statements, and (B) no reserves established for the uncollectibility of any notes, Accounts or other receivables of any Loan Party except to the extent that the same have been disclosed to the Agent and the Lenders in writing; (iii) no debts have been cancelled, no claims or rights of substantial value have been waived and no properties or assets (real, personal or mixed, tangible or intangible) have been sold, transferred, or otherwise disposed of by any Loan Party except in the Ordinary Course of Business; (iv) there has been no change in any method of accounting or accounting practice utilized by any Loan Party; (v) no material casualty, loss or damage has been suffered by any Loan Party, regardless of whether such casualty, loss or damage is or was covered by insurance; (vi) no Loan Party has received written notice of any changes in the policies or practices of any customer, supplier or referral source which, individually its Subsidiaries or in the aggregateMarch 31, could reasonably 1999 consolidated financial statements of Unisource and its Subsidiaries which (in either case) are required by GAAP to be expected to, either individually or disclosed therein and no liability which would be required to be reflected in the aggregate, notes to such financial statements if same were audited is likely to have a Material Adverse Effect; (vii) there has been no incurrence of (A) any liability or obligation outside of the Ordinary Course of Business, or (B) any Indebtedness other than Permitted Indebtedness; (viii) except as set forth in Schedule 3.01 of the Disclosure Schedules, there has been no declaration, setting aside or payment of any dividend or distribution or any other payment of any kind by any Loan Party to or in respect of any stock or other equity interests of any Loan Party; and (ix) no action described in this Section 3.01(d) has been agreed to be taken by any Loan Party. (e) Each Loan Party has in place adequate systems of internal controls sufficient to enable each Loan Party and its management to obtain timely and accurate information regarding all material aspects of its Business Operations and all material transactions relating to the Loan Parties, and no material deficiency exists with respect to such systems of internal controls.

Financial Matters. (a) The Borrower has heretofore furnished to Section 5.5(a) of the Agent Disclosure Schedule sets forth correct and the Lenders complete copies of (i) the each Company’s audited financial statements (including balance sheets, statements of income and statements of cash flows) consisting of the Loan Parties consolidated balance sheets of the Companies as of December 31, 2019 2020 and December 31, 2020 (in draft form)2019, in each caseand the related statements of income, stockholders’ equity, and cash flows for the twelve years then ended (12) month period then endedcollectively, the “Annual Financial Statements”), and (ii) the unaudited financial statements consisting of the Loan Parties balance sheet of each Company as of April 30December 31, 2021 2021, and the related statements of income, stockholders’ equity, and cash flows for the twelve (12) month period year then ended (collectivelythe ”Interim Financial Statements” and, together with the Annual Financial Statements, the “Financial Statements”). (b) . The Financial Statements, as well as all other financial statements from time to time delivered by or on behalf of any Loan Party to the Agent or any Lender Statements (including without limitation the financial statements referred to in Sections 5.1(a)notes thereto, (b) and (c)) (i) have been prepared in accordance with GAAP on a consistent basis for all periods (subject, in the case of unaudited statements, to the absence of footnote disclosures and normal non-material year-end audit adjustments), (ii) are complete and correct in all material respects, (iiiif any) fairly present in all material respects the financial condition position of each Loan Party the Companies as of said dates, the respective dates they were prepared and the results of each the operations and cash flows of their operations the Companies for the periods statedindicated, (iv) contain and reflect all necessary adjustments and accruals for a fair presentation of the financial condition of each Loan Party and the results of each of their respective operations as of the dates of and for the periods covered thereby, and (v) make full and adequate provision, subject to and in accordance with GAAPGAAP applied on a consistent basis throughout the periods involved, for subject, in the various assets and liabilities (including, without limitation, deferred revenues) case of the Loan PartiesInterim Financial Statements, fixed or contingentto normal and recurring year‑end adjustments, none of which are material, and the results absence of notes. The Financial Statements were derived from the books and records of the Companies. To the Knowledge of Sellers, there has been no, and there does not currently exist any, fraud, nor the existence of or allegation of financial improprieties that involves management of any Company. The balance sheet of each of their operations and transactions in its accounts, Company as of the dates and for the periods December 31, 2021, are collectively referred to thereinin this Agreement as the ”Interim Balance Sheet” and the date thereof as the ”Interim Balance Sheet Date.” (cb) As of the Closing Date, except Except as set forth in Schedule 3.01 Section 5.5(b) of the Disclosure SchedulesSchedule, no Loan Party Company nor any Seller has taken any liabilitiesaction, obligations or commitments omitted to take any action, substantially for the purpose of artificially manipulating the amount of any kind or nature whatsoeverCompany’s working capital since December 31, whether absolute2020. Since December 31, accrued2020, contingent or otherwise (collectively “Liabilities all operations of the Companies, including working capital, accounting policies, sales and Contingencies”)marketing, includinghuman resources, without limitationand capital expenditures, Liabilities and Contingencies under employment agreements and with respect to any “earn-outs”, stock appreciation rights, or related compensation obligations, except: (i) Liabilities and Contingencies disclosed in the Financial Statements or footnotes thereto, (ii) Liabilities and Contingencies incurred have been managed in the Ordinary Course of Business since and in a manner required to support the date on‑going operations of the most recent Companies. All working capital and accounting policies are presented on the Financial StatementsStatements in accordance with GAAP. (c) Except as set forth in Section 5.5(c)(i) of the Disclosure Schedule, or (iii) those Liabilities all notes and Contingencies which are not required to be disclosed under GAAP. The reserves, if any, accounts receivable of the Companies reflected on the balance sheet Interim Balance Sheet or that have arisen since the Interim Balance Sheet Date, except such notes and accounts receivable as have been collected after such date, are valid and enforceable claims and, to the Knowledge of Sellers, are not subject to any defense, offset, adjustment, or counterclaim, and none have been threatened in writing, subject in each case to the reserve for bad debts reflected in the Interim Balance Sheet, which has been calculated in accordance with GAAP. All such notes and accounts receivable of the Borrower included Companies arose in the most recent Financial Statements are appropriate Ordinary Course of Business from the sale and reasonable. As delivery of goods actually made or the actual provision of services to customers of the Closing DateCompanies, no Loan Party has had nor presently does have none of which, are equity owners or Affiliates of any Indebtedness for money borrowedCompany. All of the notes and accounts receivable of the Companies are, outstanding obligations for the purchase price of property, contingent obligations or liabilities for taxes, or any unusual forward or long-term commitments, except as specifically set forth or provided for in the Financial Statements or aggregate, collectible within 90 days in Schedule 3.01 full, net of the Disclosure Schedules. (d) Since the date of the most recent Financial Statementsreserve therefor, there has been no material adverse change in the working capital, condition (financial or otherwise), assets, liabilities, prospects, reserves, business, management or operations of any Loan Party, including, without limitation, the following: (i) there has been no material change in any assumptions underlying, or in any methods of calculating, any bad debt, contingency or other reserve relating to any Loan Party; (ii) there have been (A) no material write-downs in the value of any inventory of, and there have been no write-offs as uncollectible of any notes, Accounts or other receivables of any Loan Party other than write-offs of Accounts or other receivables reserved in full as of the date of the most recent Financial Statements, and (B) no reserves established for the uncollectibility of any notes, Accounts or other receivables of any Loan Party except to the extent that the same have been disclosed to the Agent and the Lenders in writing; (iii) no debts have been cancelled, no claims or rights of substantial value have been waived and no properties or assets (real, personal or mixed, tangible or intangible) have been sold, transferred, or otherwise disposed of by any Loan Party except in the Ordinary Course of Business; (iv) there has been no change in any method of accounting or accounting practice utilized by any Loan Party; (v) no material casualty, loss or damage has been suffered by any Loan Party, regardless of whether such casualty, loss or damage is or was covered by insurance; (vi) no Loan Party has received written notice of any changes except as provided for in the policies or practices of any customer, supplier or referral source which, individually or in the aggregate, could reasonably be expected to, either individually or in the aggregate, have a Material Adverse Effect; (viiallowance for doubtful accounts. Section 5.5(c)(ii) there has been no incurrence of (A) any liability or obligation outside of the Ordinary Course Disclosure Schedule sets forth a materially accurate aging of Business, or (B) any Indebtedness other than Permitted Indebtedness; (viii) except all accounts receivable of each Company as of the Interim Balance Sheet Date. Except as set forth in Schedule 3.01 Section 5.5(c)(iii) of the Disclosure SchedulesSchedule, there no Company nor any Seller has been no declarationtaken any action, setting aside or payment omitted to take any action, substantially for the purpose of artificially manipulating the amount of any dividend Company’s Accounts Receivable as of the Closing Date. (d) Section 5.5(d) of the Disclosure Schedule sets forth in reasonable detail, including aging by date of invoice, each Company’s updated calculation of its Accounts Payable as of the Closing. No Company nor any Seller has taken any action, or distribution or omitted to take any other payment action, substantially for the purpose of artificially manipulating the amount of any kind by any Loan Party to or in respect Company’s Accounts Payable as of any stock or other equity interests of any Loan Party; and (ix) no action described in this Section 3.01(d) has been agreed to be taken by any Loan Partythe Closing Date. (e) Section 5.5(e) of the Disclosure Schedule sets forth in reasonable detail each Company’s updated calculation of its Accrued Liabilities as of the Closing. No Company nor any Seller has taken any action, or omitted to take any action, substantially for the purpose of artificially manipulating the amount of any Company’s Accrued Liabilities as of the Closing Date. (f) Each Loan Party has in place adequate systems Company maintains a system of internal controls over financial reporting (of a type customary for similarly situated companies) that is reasonably sufficient to enable each Loan Party ensure that its books and records accurately reflect its management assets and Liabilities in such a manner as to obtain timely provide reasonable assurance that such Company’s transactions are recorded as necessary to permit preparation of the Financial Statements in accordance with GAAP, applicable Law and accurate information regarding all material aspects otherwise in a manner that fairly presents the financial condition and results of its Business Operations operations of such Company as of the respective dates and all material transactions relating to the Loan Parties, and no material deficiency exists with respect to such systems of internal controlsperiods thereof.

Financial Matters. (a) The Borrower has heretofore furnished to the Agent and the Lenders Lender (i) the audited financial statements (including balance sheets, statements of income and statements of cash flows) of the Loan Parties Borrower as of at December 31, 2019 2004 and December 312005, 2020 (in draft form), in each case, and for the twelve (12) month period Fiscal Years then ended, and (ii) the unaudited financial statements of the Loan Parties Borrower as of April September 30, 2021 2006 and for the twelve nine (129) month period months then ended (collectively, the “Financial Statements”). (b) The Financial Statements, as well as all other financial statements from time to time delivered by or on behalf of any Loan Party to the Agent or any Lender (including without limitation the financial statements referred to in Sections 5.1(a), (b) and (c)) Statements (i) have been prepared in accordance with GAAP and Regulation S-X promulgated under the Act on a consistent basis for all periods (subject, in the case of unaudited statements, to the absence of full footnote disclosures disclosures, and to normal non-material year-end audit adjustments), (ii) are complete and correct in all material respects, (iii) fairly present in all material respects the financial condition of each Loan Party the Borrower as of said dates, and the results of each of their its operations for the periods stated, (iv) contain and reflect all necessary adjustments and accruals for a fair presentation of the Borrower’s financial condition of each Loan Party and the results of each of their respective its operations as of the dates of and for the periods covered therebyby such Financial Statements, and (v) make full and adequate provision, subject to and in accordance with GAAP, for the various assets and liabilities (including, without limitation, deferred revenues) of the Loan PartiesBorrower, fixed or contingent, and the results of each of their its operations and transactions in its accounts, as of the dates and for the periods referred to therein. (c) As of the Closing Date, except Except as set forth in Schedule 3.01 of the Disclosure SchedulesSchedule, no Loan Party has the Borrower does not have any liabilities, obligations or commitments of any kind or nature whatsoever, whether absolute, accrued, contingent or otherwise (collectively “Liabilities and Contingencies”), including, without limitation, Liabilities and Contingencies under employment agreements and with respect to any “earn-outs”, stock appreciation rights, or related compensation obligations, except: (i) Liabilities and Contingencies disclosed in the Financial Statements or footnotes thereto, (ii) Liabilities and Contingencies incurred in the Ordinary Course ordinary course of Business business and consistent with past practice since the date of the most recent Financial Statements, or (iii) those Liabilities and Contingencies which are not required to be disclosed under GAAP. The reserves, if any, reflected on the balance sheet of the Borrower included in the most recent Financial Statements are appropriate and reasonable. As of the Closing Date, no Loan Party The Borrower has not had nor and presently does not have any Indebtedness for money borrowed, outstanding obligations for the purchase price of property, contingent obligations or liabilities for taxes, or any unusual forward or long-term commitments, except as specifically set forth or provided for in the Financial Statements or in Schedule 3.01 of the Disclosure SchedulesSchedule. (d) Since the date of the most recent Financial Statements, except as set forth in Schedule 3.01 of the Disclosure Schedule, there has been no material adverse change in the working capital, condition (financial or otherwise), assets, liabilities, prospects, reserves, business, management management, operations or operations prospects of the Borrower or any Loan Partyof its Subsidiaries, including, without limitation, the following: (i) there has been no material change in any assumptions underlying, or in any methods of calculating, any bad debt, contingency or other reserve relating to the Borrower or any Loan PartySubsidiary; (ii) there have been (A) no material write-downs in the value of any inventory of, and there have been no write-offs as uncollectible of any notes, Accounts accounts receivable or other receivables of of, the Borrower or any Loan Party Subsidiary other than write-offs of Accounts or other receivables accounts receivable reserved in full as of the date of the most recent Financial Statementsfinancial statements delivered to the Lender, and (B) no reserves established for the uncollectibility of any notes, Accounts or other receivables of the Borrower or any Loan Party Subsidiary except to the extent that the same have been disclosed to the Agent Lender in writing and would not, individually or in the Lenders in writingaggregate, cause the outstanding Advances to exceed the Revolving Credit Commitment; (iii) no debts have been cancelled, no claims or rights of substantial value have been waived and no properties or assets (real, personal or mixed, tangible or intangible) have been sold, transferred, or otherwise disposed of by the Borrower or any Loan Party Subsidiary except in the Ordinary Course ordinary course of Businessbusiness and consistent with past practice; (iv) there has been no change in any method of accounting or accounting practice utilized by the Borrower or any Loan PartySubsidiary; (v) no material casualty, loss or damage has been suffered by the Borrower or any Loan PartySubsidiary, regardless of whether such casualty, loss or damage is or was covered by insurance; (vi) no Loan Party has received written notice of any Any announced changes in the policies or practices of any customer, supplier or referral source which, individually or in the aggregate, could which would reasonably be expected to, either individually or in the aggregate, to have a Material Adverse Effect; (vii) there has been no Any incurrence of (A) any liability or obligation outside of the Ordinary Course ordinary course of Businessbusiness, or (B) any Indebtedness other than Permitted Indebtedness; (viii) except as set forth in Schedule 3.01 of the Disclosure Schedules, there has been no Any declaration, setting aside or payment of any dividend or distribution or any other payment of any kind by any Loan Party the Borrower to or in respect of any stock or other equity interests securities of any Loan Partythe Borrower; and (ix) no No action described in this Section 3.01(d) has been agreed to be taken by the Borrower or any Loan PartySubsidiary. (e) Each Loan Party The Borrower has in place adequate systems of internal controls sufficient to enable each Loan Party the Borrower and its management to obtain timely and accurate information regarding all material aspects of its the Business Operations and all material transactions relating to the Loan PartiesBorrower and the Subsidiaries, and no material deficiency exists with respect to such the Borrower’s systems of internal controls. (f) All of the SEC Reports, as of the respective dates thereof, complied in all material respects, as applicable, with the Act and the Exchange Act.

Financial Matters. (a) The Borrower has heretofore furnished to the Agent and the Lenders Lender (i) the audited consolidated financial statements (including balance sheets, statements of income and statements of cash flows) of the Loan Parties Borrower and its Subsidiaries as of December 31at June 30, 2019 2004 and December 312005, 2020 (in draft form), in each case, and for the twelve (12) month period Fiscal Years then ended, and (ii) the unaudited draft consolidated financial statements (including balance sheet, statement of income, and statement of cash flows) of the Loan Parties Borrower and its Subsidiaries as of April at June 30, 2021 2006 and for the twelve (12) month period Fiscal Year then ended (collectively, the “"Financial Statements”"). (b) The Financial Statements, as well as all other financial statements from time Subject to time delivered by or on behalf final audit adjustments and completion of any Loan Party audit procedures (including the addition of appropriate footnotes) with respect to the Agent or any Lender June 30, 2006 Financial Statements (including without limitation the financial statements referred none of which adjustments is expected to in Sections 5.1(abe material), (b) and (c)) the Financial Statements (i) have been prepared in accordance with GAAP and Regulation S-X promulgated under the Act on a consistent basis for all periods (subject, in the case of unaudited statements, to the absence of footnote disclosures and normal non-material year-end audit adjustments)periods, (ii) are complete and correct in all material respects, (iii) fairly present in all material respects the consolidated financial condition of each Loan Party the Borrower and its Subsidiaries as of at said dates, and the results of each of their operations for the periods stated, (iv) contain and reflect all necessary adjustments and accruals for a fair presentation of the Company's consolidated financial condition of each Loan Party and the results of each of their respective its consolidated operations as of the dates of and for the periods covered therebyby such Financial Statements, and (v) make full and adequate provision, subject to and in accordance with GAAP, for the various assets and liabilities (including, without limitation, deferred revenues) of the Loan PartiesCompany and its Subsidiaries, fixed or contingent, and the results of each of their operations and transactions in its their accounts, as of the dates and for the periods referred to therein. (c) As of the Closing Date, except as set forth in Schedule 3.01 of the Disclosure Schedules, no Loan Party has The Borrower and its Subsidiaries do not have any liabilities, obligations or commitments of any kind or nature whatsoever, whether absolute, accrued, contingent or otherwise (collectively “"Liabilities and Contingencies”"), including, without limitation, Liabilities and Contingencies under employment agreements and with respect to any “"earn-outs”", stock appreciation rights, or related compensation obligations, except: (i) Liabilities and Contingencies disclosed in the Financial Statements or footnotes thereto, (ii) Liabilities and Contingencies disclosed in Schedule 3.01 of the Disclosure Schedule, (iii) Liabilities and Contingencies incurred in the Ordinary Course ordinary course of Business business and consistent with past practice since the date of the most recent Financial Statements, which are not required to be disclosed in the Disclosure Schedule, or (iiiiv) those Liabilities and Contingencies which are not required to be disclosed under GAAP. The reserves, if any, reflected on the consolidated balance sheet of the Borrower and its Subsidiaries included in the most recent Financial Statements are appropriate and reasonable. As Neither the Borrower nor any of the Closing Date, no Loan Party its Subsidiaries has had nor or presently does have has any Indebtedness for money borrowed, outstanding obligations for the purchase price of property, contingent obligations or liabilities for taxes, or any unusual forward or long-term commitments, except as specifically set forth or provided for in the Financial Statements or in Schedule 3.01 of the Disclosure SchedulesSchedule. (d) Since the date of the most recent Financial Statements, there has been no material adverse change in the working capital, condition (financial or otherwise), assets, liabilities, prospects, reserves, business, management or operations Business Operations of the Borrower or any Loan Partyof its Subsidiaries, including, without limitation, the following: (i) there has been no material change in any assumptions underlying, or in any methods of calculating, any bad debt, contingency or other reserve relating to the Borrower or any Loan PartySubsidiary; (ii) there have been (A) no material write-downs in the value of any inventory of, and there have been no write-offs as uncollectible of any notes, Accounts accounts receivable or other receivables of of, the Borrower or any Loan Party Subsidiary other than write-offs of Accounts or other receivables accounts receivable reserved in full as of the date of the most recent Financial StatementsStatements delivered to the Lender, and (B) no reserves established for the uncollectibility of any notes, Accounts or other receivables of the Borrower or any Loan Party Subsidiary except to the extent that the same have been disclosed to the Agent and the Lenders Lender in writing; (iii) no debts have been cancelled, no claims or rights of substantial value have been waived and no properties or assets (real, personal or mixed, tangible or intangible) have been sold, transferred, or otherwise disposed of by the Borrower or any Loan Party Subsidiary except (A) for the sale of all of the outstanding capital stock of Arraid, Inc., and (B) in the Ordinary Course ordinary course of Businessbusiness and consistent with past practice; (iv) there has been no change in any method of accounting or accounting practice utilized by the Borrower or any Loan PartySubsidiary; (v) no material casualty, loss or damage has been suffered by the Borrower or any Loan PartySubsidiary, regardless of whether such casualty, loss or damage is or was covered by insurance; (vi) no Loan Party has received written notice of any Any announced changes in the policies or practices of any customer, supplier or referral source which, individually or in the aggregate, could which would reasonably be expected to, either individually or in the aggregate, to have a Material Adverse Effect; (vii) there has been no Any incurrence of (A) any liability or obligation outside of the Ordinary Course ordinary course of Businessbusiness, or (B) any Indebtedness for money borrowed except (1) borrowings within the limits and other than Permitted Indebtedness; terms and conditions of the Line of Credit Agreement, and (viii2) except as set forth in Schedule 3.01 of the Disclosure Schedules, there has been no Schedule; (viii) Any declaration, setting aside or payment of any dividend or distribution or any other payment of any kind by any Loan Party the Borrower to or in respect of any stock or equity securities of the Borrower, other equity interests than "in-kind" dividends paid with respect to the outstanding Series A Convertible Preferred Stock and Series B Convertible Preferred Stock of any Loan Partythe Borrower; and (ix) no No action described in this Section 3.01(d) has been agreed to be taken by the Borrower or any Loan PartySubsidiary. (e) Each Loan Party The Borrower has in place adequate systems of internal controls sufficient to enable each Loan Party the Borrower and its management to obtain timely and accurate information regarding all material aspects of its the Business Operations and all material transactions relating to the Loan PartiesBorrower and the Subsidiaries, and no material deficiency exists with respect to such the Borrower's systems of internal controls. (f) All of the SEC Reports, as of the respective dates thereof, complied in all material respects, as applicable, with the Act and the Exchange Act.

Financial Matters. (a) The Borrower Company has heretofore furnished provided (via its SEC filings) to the Agent and the Lenders (i) Subscriber the audited consolidated financial statements (including balance sheets, statements of income and statements of cash flows) of the Loan Parties Company as of December 31at February 28, 2019 2009 and December 312010 and 2011 and 2012, 2020 (in draft form), in each case, and for the twelve (12) month period Fiscal Years then ended, and (ii) as well as the unaudited consolidated financial statements (including balance sheets, statements of income and statements of cash flows) of the Loan Parties Company as of April 30at May 31, 2021 2012 and August 31, 2012 and for the twelve (12) month period Fiscal Quarters then ended (collectively, the “Financial Statements”). (b) The Financial Statements, as well as all other financial statements from time to time delivered by or on behalf of any Loan Party to the Agent or any Lender (including without limitation the financial statements referred to in Sections 5.1(a), (b) and (c)) Statements (i) have been prepared in accordance with GAAP generally accepted accounting principles (“GAAP”) and Regulation S-X promulgated under the Securities Act on a consistent basis for all periods (subject, in the case of unaudited statements, to the absence of full footnote disclosures disclosures, and to normal non-material year-end audit adjustments), (ii) are complete and correct in all material respects, (iii) fairly present in all material respects the consolidated financial condition of each Loan Party the Company and its Subsidiaries as of said dates, and the results of each of their operations for the periods stated, (iv) contain and reflect all necessary adjustments and accruals accruals, as applicable, for a fair presentation of the Company’s and its Subsidiaries’ consolidated financial condition of each Loan Party and the results of each of their respective operations as of the dates of and for the periods covered therebyby such Financial Statements, and (v) make full and adequate provision, subject to and in accordance with GAAP, for the various assets and liabilities (including, without limitation, deferred revenues) of the Loan PartiesCompany, fixed or contingent, and the results of each of their operations and transactions in its their accounts, as of the dates and for the periods referred to therein. (c) As of the Closing Date, except Except as set forth in Schedule 3.01 the Financial Statements on file with the SEC, neither the Company nor any of the Disclosure Schedules, no Loan Party has its Subsidiaries have any liabilities, obligations or commitments of any kind or nature whatsoever, whether absolute, accrued, contingent or otherwise (collectively “Liabilities and Contingencies”), including, without limitation, Liabilities and Contingencies under employment agreements and with respect to any “earn-outs”, stock appreciation rights, or related compensation obligations, except: (i) Liabilities and Contingencies disclosed in the Financial Statements or footnotes thereto, (ii) Liabilities and Contingencies incurred in the Ordinary Course ordinary course of Business business and consistent with past practice since the date of the most recent Financial Statements, or (iii) those Liabilities and Contingencies which are not required to be disclosed under GAAP. The reserves, if any, reflected on the balance sheet of the Borrower included in the most recent Financial Statements are appropriate and reasonable. As Neither the Company nor any of the Closing Date, no Loan Party has had nor presently does its Subsidiaries have any Indebtedness for money borrowed, outstanding obligations for the purchase price of property, contingent obligations or liabilities for taxes, or any material or unusual forward or long-term commitments, except as specifically set forth or provided for in the Financial Statements or in Schedule 3.01 of the Disclosure SchedulesStatements. (d) Since the date of the most recent Financial StatementsStatements and any subsequent 8K disclosures, there has been no material adverse change in the working capital, condition (financial or otherwise), assets, liabilities, prospects, reserves, business, management management, operations or operations prospects of the Company or any Loan Partyof its Subsidiaries, including, without limitation, the following: (i) there has been no material change in any assumptions underlying, or in any methods of calculating, any bad debt, contingency or other reserve relating to the Company or any Loan PartySubsidiary; (ii) there have been (A) no material write-downs in the value of any inventory of, and there have been no write-offs as uncollectible of any notes, Accounts accounts receivable or other receivables of of, the Company or any Loan Party Subsidiary other than write-offs of Accounts or other receivables accounts receivable reserved in full as of the date of the most recent Financial Statementsfinancial statements delivered to the Investor, and (B) no reserves established for the uncollectibility of any notes, Accounts or other receivables of the Company or any Loan Party except to the extent that the same have been disclosed to the Agent and the Lenders in writingSubsidiary; (iii) no debts which, individually or in the aggregate, are material to the Company and its Subsidiaries (taken as a whole) have been cancelled, no claims or rights of substantial value have been waived and no properties or assets (real, personal or mixed, tangible or intangible) have been sold, transferred, or otherwise disposed of by the Company or any Loan Party Subsidiary except in the Ordinary Course ordinary course of Businessbusiness and consistent with past practice; (iv) there has been no change in any method of accounting or accounting practice utilized by the Company or any Loan PartySubsidiary; (v) no material casualty, loss or damage has been suffered by the Company or any Loan PartySubsidiary, regardless of whether such casualty, loss or damage is or was covered by insurance; (vi) no Loan Party has received written notice of any Any announced changes in the policies or practices of any customer, supplier or referral source which, individually of the Company or in any Subsidiary which the aggregate, could Company or such Subsidiary has received written notice of and which would reasonably be expected to, either individually or in the aggregate, to have a direct and/or indirect (A) material adverse effect on the legality, validity or enforceability of any of the Securities and/or this Subscription Agreement, (B) material adverse effect on the results of operations, assets, business or financial condition of the Company, or (C) material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under the Offering Materials (any of (A), (B) or (C), a “Material Adverse Effect”); (vii) there has been no Any incurrence of (A) any liability or obligation outside of the Ordinary Course ordinary course of Businessbusiness which, individually or in the aggregate, is or will be material to the consolidated financial condition of the Company and its Subsidiaries, or (B) any Indebtedness other than Permitted Indebtedness; (viii) except as set forth in Schedule 3.01 of the Disclosure Schedules, there has been no Any declaration, setting aside or payment of any dividend or distribution or any other payment of any kind by any Loan Party the Company to or in respect of any stock or other equity interests securities of any Loan Partythe Company; and (ix) no No action described in this Section 3.01(d3.1(d) has been agreed to be taken by the Company or any Loan PartySubsidiary. (e) Each Loan Party has The Company and its Subsidiaries have in place adequate systems of internal controls and disclosure controls and procedures sufficient to enable each Loan Party provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (v) the Company and its management are able to obtain timely and accurate information regarding all material aspects of its Business Operations the business operations and all material transactions relating to the Loan Parties, Company and the Subsidiaries; and no material deficiency exists with respect to such the Company’s or any Subsidiary’s systems of internal controls. (f) All of the SEC Reports (as amended), as of the respective dates thereof, complied in all material respects, as applicable, with the Securities Act and the Exchange Act.

Financial Matters. (a) The Borrower has heretofore furnished to the Agent Section 5.5(a)(1) of Sellers Disclosure Schedule sets forth accurate and the Lenders complete copies of (i) the Company’s audited financial statements (including balance sheets, statements of income and statements of cash flows) consisting of the Loan Parties consolidated balance sheets of the Company as of December 31, 2019 2017 and December 31, 2020 (in draft form)2018, in each caseand the related statements of income, stockholders’ equity, and cash flows for the twelve years then ended (12) month period then endedcollectively, the “Annual Financial Statements”), and (ii) the unaudited financial statements consisting of the Loan Parties balance sheet of the Company as of April at September 30, 2021 2019, and the related statements of income, stockholders’ equity, and cash flows for the twelve (12) nine-month period then ended ended, (collectivelythe “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). (b. Except as set forth in Section 5.5(a)(2) The of Sellers Disclosure Schedule, the Financial Statements, as well as all other financial statements from time to time delivered by or on behalf of any Loan Party to the Agent or any Lender Statements (including without limitation the financial statements referred to in Sections 5.1(a)notes thereto, (b) and (c)) (i) have been prepared in accordance with GAAP on a consistent basis for all periods (subject, in the case of unaudited statements, to the absence of footnote disclosures and normal non-material year-end audit adjustments), (ii) are complete and correct in all material respects, (iiiif any) fairly present in all material respects the financial condition position of each Loan Party the Company as of said dates, the respective dates they were prepared and the results of each the operations and cash flows of their operations the Company for the periods statedindicated, (iv) contain and reflect all necessary adjustments and accruals for a fair presentation of the financial condition of each Loan Party and the results of each of their respective operations as of the dates of and for the periods covered thereby, and (v) make full and adequate provision, subject to and in accordance with GAAPGAAP applied on a consistent basis throughout the periods involved, for subject, in the various assets and liabilities (including, without limitation, deferred revenues) case of the Loan PartiesInterim Financial Statements, fixed or contingentto normal and recurring year-end adjustments, none of which are material, and the results absence of each notes. The Financial Statements were derived from the books and records of their operations the Company. To the Knowledge of Sellers, there has been no, and transactions in its accountsthere does not currently exist any, fraud, nor the existence of or allegation of financial improprieties that involves management of the Company. The balance sheet of the Company as of September 30, 2019, is referred to in this Agreement as the dates “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date.” (b) Neither the Company nor any Seller has taken any action, or omitted to take any action, substantially for the periods referred to therein. (c) As purpose of artificially manipulating the amount of the Closing DateCompany’s working capital since December 31, except as set forth in Schedule 3.01 2017. Since December 31, 2017, all operations of the Disclosure SchedulesCompany, no Loan Party has any liabilitiesincluding working capital, obligations or commitments of any kind or nature whatsoeveraccounting policies, whether absolutesales and marketing, accruedhuman resources, contingent or otherwise (collectively “Liabilities and Contingencies”)capital expenditures, including, without limitation, Liabilities and Contingencies under employment agreements and with respect to any “earn-outs”, stock appreciation rights, or related compensation obligations, except: (i) Liabilities and Contingencies disclosed in the Financial Statements or footnotes thereto, (ii) Liabilities and Contingencies incurred have been managed in the Ordinary Course of Business since and in a manner required to support the date on-going operations of the most recent Company. Except as set forth in Section 5.5(b) of Sellers Disclosure Schedule, all working capital components and accounting policies are presented on the Financial Statements, or Statements in accordance with GAAP. (iiic) those Liabilities All notes and Contingencies which are not required to be disclosed under GAAP. The reserves, if any, accounts receivable of the Company reflected on the balance sheet Interim Balance Sheet or that have arisen since the Interim Balance Sheet Date, except such notes and accounts receivable as have been collected after such date, are valid and enforceable claims and, to the Knowledge of Sellers, are not subject to any defense, offset, adjustment, or counterclaim, and none have been threatened in writing, subject in each case to the reserve for bad debts reflected in the Interim Balance Sheet, which has been calculated in accordance with GAAP as described in Section 5.5(a). All such notes and accounts receivable of the Borrower included Company arose in the most recent Financial Statements are appropriate Ordinary Course of Business from the sale and reasonable. As delivery of goods actually made or the actual provision of services to customers of the Closing DateCompany, no Loan Party has had nor presently does have any Indebtedness for money borrowednone of which are equity owners or Affiliates of the Company. All of the notes and accounts receivable of the Company are, outstanding obligations for the purchase price of property, contingent obligations or liabilities for taxes, or any unusual forward or long-term commitments, except as specifically set forth or provided for in the Financial Statements or aggregate, collectible within 90 days in Schedule 3.01 full, net of the Disclosure Schedules. (d) Since the date of the most recent Financial Statementsreserve therefor, there has been no material adverse change in the working capital, condition (financial or otherwise), assets, liabilities, prospects, reserves, business, management or operations of any Loan Party, including, without limitation, the following: (i) there has been no material change in any assumptions underlying, or in any methods of calculating, any bad debt, contingency or other reserve relating to any Loan Party; (ii) there have been (A) no material write-downs in the value of any inventory of, and there have been no write-offs as uncollectible of any notes, Accounts or other receivables of any Loan Party other than write-offs of Accounts or other receivables reserved in full as of the date of the most recent Financial Statements, and (B) no reserves established for the uncollectibility of any notes, Accounts or other receivables of any Loan Party except to the extent that the same have been disclosed to the Agent and the Lenders in writing; (iii) no debts have been cancelled, no claims or rights of substantial value have been waived and no properties or assets (real, personal or mixed, tangible or intangible) have been sold, transferred, or otherwise disposed of by any Loan Party except in the Ordinary Course of Business;, except as provided for in the allowance for doubtful accounts. Section 5.5(c) of Sellers Disclosure Schedule sets forth a materially accurate aging of all accounts receivable of the Company as of the Interim Balance Sheet Date. Neither the Company nor any Seller has taken any action, or omitted to take any action, substantially for the purpose of artificially manipulating the amount of the Company’s Accounts Receivable as of the Closing Date. (ivd) there has been no change Section 5.5(d) of Sellers Disclosure Schedule sets forth in any method reasonable detail, including aging by date of accounting or accounting practice utilized by any Loan Party; (v) no material casualtyinvoice, loss or damage has been suffered by any Loan Party, regardless the Company’s updated calculation of whether such casualty, loss or damage is or was covered by insurance; (vi) no Loan Party has received written notice of any changes in the policies or practices of any customer, supplier or referral source which, individually or in the aggregate, could reasonably be expected to, either individually or in the aggregate, have a Material Adverse Effect; (vii) there has been no incurrence of (A) any liability or obligation outside its Accounts Payable as of the Ordinary Course of BusinessClosing. Neither the Company nor any Seller has taken any action, or (B) omitted to take any Indebtedness other than Permitted Indebtedness; (viii) except as set forth in Schedule 3.01 action, substantially for the purpose of artificially manipulating the amount of the Disclosure Schedules, there has been no declaration, setting aside or payment Company’s Accounts Payable as of any dividend or distribution or any other payment of any kind by any Loan Party to or in respect of any stock or other equity interests of any Loan Party; and (ix) no action described in this Section 3.01(d) has been agreed to be taken by any Loan Partythe Closing Date. (e) Each Loan Party Section 5.5(e) of Sellers Disclosure Schedule sets forth in reasonable detail the Company’s updated calculation of its Accrued Liabilities as of the Closing. Neither the Company nor any Seller has in place adequate systems taken any action, or omitted to take any action, substantially for the purpose of artificially manipulating the amount of the Company’s Accrued Liabilities as of the Closing Date. (f) The Company maintains a system of internal controls over financial reporting (of a type customary for similarly situated companies) that is reasonably sufficient to enable each Loan Party ensure that its books and records accurately reflect its management assets and Liabilities in such a manner as to obtain timely provide reasonable assurance that the Company’s transactions are recorded as necessary to permit preparation of the Financial Statements in accordance with GAAP, applicable Law and accurate information regarding all material aspects otherwise in a manner that fairly presents the financial condition and results of its Business Operations operations of the Company as of the respective dates and all material transactions relating to the Loan Parties, and no material deficiency exists with respect to such systems of internal controlsperiods thereof.

Financial Matters. (a) The Borrower has heretofore furnished to the Agent and the Lenders Lender (i) the audited consolidated financial statements (including balance sheets, statements of income and statements of cash flows) of the Loan Parties Borrower and its Subsidiaries as of at December 31, 2019 2005 and December 312006, 2020 (in draft form), in each case, and for the twelve (12) month period Fiscal Years then ended, and (ii) the unaudited consolidated financial statements of the Loan Parties Borrower and its Subsidiaries as of April 30March 31, 2021 2007 and for the twelve three (123) month period months then ended (collectively, the “Financial Statements”"FINANCIAL STATEMENTS"). (b) The Financial Statements, as well as all other financial statements from time to time delivered by or on behalf of any Loan Party to the Agent or any Lender (including without limitation the financial statements referred to in Sections 5.1(a), (b) and (c)) Statements (i) have been prepared in accordance with GAAP and Regulation S-X promulgated under the Act on a consistent basis for all periods (subject, in the case of unaudited statements, to the absence of full footnote disclosures disclosures, and to normal non-material year-end audit adjustments), (ii) are complete and correct in all material respects, (iii) fairly present in all material respects the consolidated financial condition of each Loan Party the Borrower and its Subsidiaries as of said dates, and the results of each of their operations for the periods stated, (iv) contain and reflect all necessary adjustments and accruals for a fair presentation of the Borrower's and its Subsidiaries' consolidated financial condition of each Loan Party and the results of each of their respective operations as of the dates of and for the periods covered therebyby such Financial Statements, and (v) make full and adequate provision, subject to and in accordance with GAAP, for the various assets and liabilities (including, without limitation, deferred revenues) of the Loan PartiesBorrower, fixed or contingent, and the results of each of their operations and transactions in its their accounts, as of the dates and for the periods referred to therein. (c) As of the Closing Date, except Except as set forth in Schedule SCHEDULE 3.01 of the Disclosure SchedulesSchedule, no Loan Party has neither the Borrower nor any of its Subsidiaries have any liabilities, obligations or commitments of any kind or nature whatsoever, whether absolute, accrued, contingent or otherwise (collectively “Liabilities and Contingencies”"LIABILITIES AND CONTINGENCIES"), including, without limitation, Liabilities and Contingencies under employment agreements and with respect to any “"earn-outs”", stock appreciation rights, or related compensation obligations, except: (i) Liabilities and Contingencies disclosed in the Financial Statements or footnotes thereto, (ii) Liabilities and Contingencies incurred in the Ordinary Course ordinary course of Business business and consistent with past practice since the date of the most recent Financial Statements, or (iii) those Liabilities and Contingencies which are not required to be disclosed under GAAP. The reserves, if any, reflected on the balance sheet of the Borrower included in the most recent Financial Statements are appropriate and reasonable. As Neither the Borrower nor any of the Closing Date, no Loan Party has had nor presently does its Subsidiaries have any Indebtedness for money borrowed, outstanding obligations for the purchase price of property, contingent obligations or liabilities for taxes, or any unusual forward or long-term commitments, except as specifically set forth or provided for in the Financial Statements or in Schedule SCHEDULE 3.01 of the Disclosure SchedulesSchedule. (d) Since the date of the most recent Financial Statements, except as set forth in SCHEDULE 3.01 of the Disclosure Schedule, there has been no material adverse change in the working capital, condition (financial or otherwise), assets, liabilities, prospects, reserves, business, management management, operations or operations prospects of the Borrower or any Loan Partyof its Subsidiaries, including, without limitation, the following: (i) there has been no material change in any assumptions underlying, or in any methods of calculating, any bad debt, contingency or other reserve relating to the Borrower or any Loan PartySubsidiary; (ii) there have been (A) no material write-downs in the value of any inventory of, and there have been no write-offs as uncollectible of any notes, Accounts accounts receivable or other receivables of of, the Borrower or any Loan Party Subsidiary other than write-offs of Accounts or other receivables accounts receivable reserved in full as of the date of the most recent Financial Statementsfinancial statements delivered to the Lender, and (B) no reserves established for the uncollectibility of any notes, Accounts or other receivables of the Borrower or any Loan Party Subsidiary except to the extent that the same have been disclosed to the Agent Lender in writing and would not, individually or in the Lenders in writingaggregate, cause the outstanding Advances to exceed the Revolving Credit Commitment; (iii) no debts have been cancelled, no claims or rights of substantial value have been waived and no properties or assets (real, personal or mixed, tangible or intangible) have been sold, transferred, or otherwise disposed of by the Borrower or any Loan Party Subsidiary except in the Ordinary Course ordinary course of Businessbusiness and consistent with past practice; (iv) there has been no change in any method of accounting or accounting practice utilized by the Borrower or any Loan PartySubsidiary; (v) no material casualty, loss or damage has been suffered by the Borrower or any Loan PartySubsidiary, regardless of whether such casualty, loss or damage is or was covered by insurance; (vi) no Loan Party has received written notice of any Any announced changes in the policies or practices of any customer, supplier or referral source which, individually or in the aggregate, could which would reasonably be expected to, either individually or in the aggregate, to have a Material Adverse Effect; (vii) there has been no Any incurrence of (A) any liability or obligation outside of the Ordinary Course ordinary course of Businessbusiness, or (B) any Indebtedness other than Permitted Indebtedness; (viii) except as set forth in Schedule 3.01 of the Disclosure Schedules, there has been no Any declaration, setting aside or payment of any dividend or distribution or any other payment of any kind by any Loan Party the Borrower to or in respect of any stock or other equity interests securities of any Loan Partythe Borrower; and (ix) no No action described in this Section 3.01(d) has been agreed to be taken by the Borrower or any Loan PartySubsidiary. (e) Each Loan Party Subsequent to January 1, 2007, neither the Borrower nor any of the Subsidiaries has effected any borrowing or sale transaction under the Factoring Agreement. (f) The Borrower and its Subsidiaries have in place adequate systems of internal controls and disclosure controls and procedures sufficient to enable each Loan Party provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (v) the Borrower and its management are able to obtain timely and accurate information regarding all material aspects of its the Business Operations and all material transactions relating to the Loan Parties, Borrower and the Subsidiaries; and no material deficiency exists with respect to such the Borrower's or any Subsidiary's systems of internal controls. (g) All of the SEC Reports, as of the respective dates thereof, complied in all material respects, as applicable, with the Act and the Exchange Act.

Financial Matters. (a) The Borrower has heretofore furnished to the Agent and the Lenders Lender (i) the audited consolidated financial statements (including balance sheets, statements of income and statements of cash flows) of the Loan Parties Borrower and its Subsidiaries as of at December 31, 2019 2005, 2006 and December 312007, 2020 (in draft form), in each case, and for the twelve (12) month period Fiscal Years then ended, and (ii) the unaudited consolidated financial statements of the Loan Parties Borrower and its Subsidiaries as of April 30March 31, 2021 2008 and for the twelve three (123) month period months then ended (collectively, the “Financial Statements”). (b) The Financial Statements, as well as all other financial statements from time to time delivered by or on behalf of any Loan Party to the Agent or any Lender (including without limitation the financial statements referred to in Sections 5.1(a), (b) and (c)) Statements (i) have been prepared in accordance with GAAP and Regulation S-X promulgated under the Act on a consistent basis for all periods (subject, in the case of unaudited statements, to the absence of full footnote disclosures disclosures, and to normal non-material year-end audit adjustments), (ii) are complete and correct in all material respects, (iii) fairly present in all material respects the consolidated financial condition of each Loan Party the Borrower and its Subsidiaries as of said dates, and the results of each of their operations for the periods stated, (iv) contain and reflect all necessary adjustments and accruals for a fair presentation of the Company’s consolidated financial condition of each Loan Party and the results of each of their respective its consolidated operations as of the dates of and for the periods covered therebyby such Financial Statements, and (v) make full and adequate provision, subject to and in accordance with GAAP, for the various assets and liabilities (including, without limitation, deferred revenues) of the Loan PartiesCompany and its Subsidiaries, fixed or contingent, and the results of each of their operations and transactions in its their accounts, as of the dates and for the periods referred to therein. (c) As of the Closing Date, except Except as set forth in Schedule 3.01 of the Disclosure SchedulesSchedule, no Loan Party has the Borrower and its Subsidiaries do not have any liabilities, obligations or commitments of any kind or nature whatsoever, whether absolute, accrued, contingent or otherwise (collectively “Liabilities and Contingencies”), including, without limitation, Liabilities and Contingencies under employment agreements and with respect to any “earn-outs”, stock appreciation rights, or related compensation obligations, except: (i) Liabilities and Contingencies disclosed in the Financial Statements or footnotes thereto, (ii) Liabilities and Contingencies incurred in the Ordinary Course ordinary course of Business business and consistent with past practice since the date of the most recent Financial Statements, or (iii) those Liabilities and Contingencies which are not required to be disclosed under GAAP. The reserves, if any, reflected on the consolidated balance sheet of the Borrower and its Subsidiaries included in the most recent Financial Statements are appropriate and reasonable. As Neither the Borrower nor any of the Closing Date, no Loan Party its Subsidiaries has had nor or presently does have has any Indebtedness for money borrowed, outstanding obligations for the purchase price of property, contingent obligations or liabilities for taxes, or any unusual forward or long-term commitments, except as specifically set forth or provided for in the Financial Statements or in Schedule 3.01 of the Disclosure SchedulesSchedule. (d) Since the date of the most recent Financial Statements, except for the transactions pursuant to the Loan Documents and except as set forth in Schedule 3.01 of the Disclosure Schedule, there has been no material adverse change in the working capital, condition (financial or otherwise), assets, liabilities, prospects, reserves, business, management or operations Business Operations of the Borrower or any Loan Partyof its Subsidiaries, including, without limitation, the following: (i) there has been no material change in any assumptions underlying, or in any methods of calculating, any bad debt, contingency or other reserve relating to the Borrower or any Loan PartySubsidiary; (ii) there have been (A) no material write-downs in the value of any inventory of, and there have been no write-offs as uncollectible of any notes, Accounts accounts receivable or other receivables of of, the Borrower or any Loan Party Subsidiary other than write-offs of Accounts or other receivables accounts receivable reserved in full as of the date of the most recent Financial Statementsfinancial statements delivered to the Lender which would not have a Material Adverse Effect, and (B) no reserves established for the uncollectibility of any notes, Accounts or other receivables of the Borrower or any Loan Party Subsidiary except to the extent that the same have been disclosed to the Agent Lender in writing and would not, individually or in the Lenders in writingaggregate, cause the outstanding Advances to exceed the Revolving Credit Commitment; (iii) no debts have been cancelled, no claims or rights of substantial value have been waived and no properties or assets (real, personal or mixed, tangible or intangible) have been sold, transferred, or otherwise disposed of by the Borrower or any Loan Party Subsidiary except (A) dispositions of worn-out or obsolete personal property, and (B) otherwise in the Ordinary Course ordinary course of Businessbusiness and consistent with past practice; (iv) there has been no change in any method of accounting or accounting practice utilized by the Borrower or any Loan PartySubsidiary; (v) no material casualty, loss or damage has been suffered by the Borrower or any Loan PartySubsidiary, regardless of whether such casualty, loss or damage is or was covered by insurance; (vi) there have been no Loan Party has received written notice of any announced changes in the policies or practices of any customer, supplier or referral source which, individually or in the aggregate, could which would reasonably be expected to, either individually or in the aggregate, to have a Material Adverse Effect; (vii) there has been no incurrence by the Company or any Subsidiary of (A) any liability or obligation outside of the Ordinary Course ordinary course of Businessbusiness, or (B) any Indebtedness other than Permitted Indebtedness; (viii) except as set forth in Schedule 3.01 of the Disclosure Schedules, there has been no declaration, setting aside or payment of any dividend or distribution or any other payment of any kind by any Loan Party the Borrower to or in respect of any stock or other equity interests securities of any Loan Partythe Borrower; and (ix) no No action described in this Section 3.01(d) has been agreed to be taken by the Borrower or any Loan PartySubsidiary. (e) Each Loan Party has The Borrower and its Subsidiaries have in place adequate systems of internal controls and disclosure controls and procedures sufficient to enable each Loan Party provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and Regulation S-X and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (v) the Borrower and its management are able to obtain timely and accurate information regarding all material aspects of its the Business Operations and all material transactions relating to the Loan Parties, Borrower and the Subsidiaries; and no material deficiency exists with respect to such the Borrower’s or any Subsidiary’s systems of internal controls. (f) All of the SEC Reports, as of the respective dates thereof, complied in all material respects, as applicable, with the Act and the Exchange Act.

Financial Matters. (a) The Borrower has heretofore furnished to the Agent and the Lenders Lender (i) the audited financial statements (including balance sheets, statements of income and statements of cash flows) of the Loan Parties Borrower as of at December 31, 2019 2006 and December 312007, 2020 (in draft form), in each case, and for the twelve (12) month period Fiscal Years then ended, and (ii) the unaudited financial statements of the Loan Parties Borrower as of April 30March 31, 2021 2008 and for the twelve three (123) month period months then ended (collectively, the “Financial Statements”). (b) The Financial Statements, as well as all other financial statements from time to time delivered by or on behalf of any Loan Party to the Agent or any Lender (including without limitation the financial statements referred to in Sections 5.1(a), (b) and (c)) Statements (i) have been prepared in accordance with GAAP and Regulation S-X promulgated under the Act on a consistent basis for all periods (subject, in the case of unaudited statements, to the absence of full footnote disclosures disclosures, and to normal non-material year-end audit adjustments), (ii) are complete and correct in all material respects, (iii) fairly present in all material respects the financial condition of each Loan Party the Borrower as of said dates, and the results of each of their its operations for the periods stated, (iv) contain and reflect all necessary adjustments and accruals for a fair presentation of the Borrower’s financial condition of each Loan Party and the results of each of their respective its operations as of the dates of and for the periods covered therebyby such Financial Statements, and (v) make full and adequate provision, subject to and in accordance with GAAP, for the various assets and liabilities (including, without limitation, deferred revenues) of the Loan PartiesBorrower, fixed or contingent, and the results of each of their its operations and transactions in its accounts, as of the dates and for the periods referred to therein. (c) As of the Closing Date, except Except as set forth in Schedule 3.01 of the Disclosure SchedulesSchedule, no Loan Party has the Borrower does not have any liabilities, obligations or commitments of any kind or nature whatsoever, whether absolute, accrued, contingent or otherwise (collectively “Liabilities and Contingencies”), including, without limitation, Liabilities and Contingencies under employment agreements and with respect to any “earn-outs”, stock appreciation rights, or related compensation obligations, except: (i) Liabilities and Contingencies disclosed in the Financial Statements or footnotes thereto, (ii) Liabilities and Contingencies incurred in the Ordinary Course ordinary course of Business business and consistent with past practice since the date of the most recent Financial Statements, or (iii) those Liabilities and Contingencies which are not required to be disclosed under GAAP. The reserves, if any, reflected on the balance sheet of the Borrower included in the most recent Financial Statements are appropriate and reasonable. As of the Closing Date, no Loan Party The Borrower has not had nor and presently does not have any Indebtedness for money borrowed, outstanding obligations for the purchase price of property, contingent obligations or liabilities for taxes, or any unusual forward or long-term commitments, except as specifically set forth or provided for in the Financial Statements or in Schedule 3.01 of the Disclosure SchedulesSchedule. (d) Since the date of the most recent Financial Statements, except as set forth in Schedule 3.01 of the Disclosure Schedule, there has been no material adverse change in the working capital, condition (financial or otherwise), assets, liabilities, prospects, reserves, business, management management, operations or operations prospects of the Borrower or any Loan Partyof its Subsidiaries, including, without limitation, the following: (i) there has been no material change in any assumptions underlying, or in any methods of calculating, any bad debt, contingency or other reserve relating to the Borrower or any Loan PartySubsidiary; (ii) there have been (A) no material write-downs in the value of any inventory of, and there have been no write-offs as uncollectible of any notes, Accounts accounts receivable or other receivables of of, the Borrower or any Loan Party Subsidiary other than write-offs of Accounts or other receivables accounts receivable reserved in full as of the date of the most recent Financial Statementsfinancial statements delivered to the Lender, and (B) no reserves established for the uncollectibility of any notes, Accounts or other receivables of the Borrower or any Loan Party Subsidiary except to the extent that the same have been disclosed to the Agent Lender in writing and would not, individually or in the Lenders in writingaggregate, cause the outstanding Advances to exceed the Revolving Credit Commitment; (iii) no debts have been cancelled, no claims or rights of substantial value have been waived and no properties or assets (real, personal or mixed, tangible or intangible) have been sold, transferred, or otherwise disposed of by the Borrower or any Loan Party Subsidiary except in the Ordinary Course ordinary course of Businessbusiness and consistent with past practice; (iv) there has been no change in any method of accounting or accounting practice utilized by the Borrower or any Loan PartySubsidiary; (v) no material casualty, loss or damage has been suffered by the Borrower or any Loan PartySubsidiary, regardless of whether such casualty, loss or damage is or was covered by insurance; (vi) no Loan Party has received written notice of any Any announced changes in the policies or practices of any customer, supplier or referral source which, individually or in the aggregate, could which would reasonably be expected to, either individually or in the aggregate, to have a Material Adverse Effect; (vii) there has been no Any incurrence of (A) any liability or obligation outside of the Ordinary Course ordinary course of Businessbusiness, or (B) any Indebtedness other than Permitted Indebtedness; (viii) except as set forth in Schedule 3.01 of the Disclosure Schedules, there has been no Any declaration, setting aside or payment of any dividend or distribution or any other payment of any kind by any Loan Party the Borrower to or in respect of any stock or other equity interests securities of any Loan Partythe Borrower; and (ix) no No action described in this Section 3.01(d) has been agreed to be taken by the Borrower or any Loan PartySubsidiary. (e) Each Loan Party The Borrower has in place adequate systems of internal controls and disclosure controls and procedures sufficient to enable each Loan Party provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (v) the Borrower and its management are able to obtain timely and accurate information regarding all material aspects of its the Business Operations and all material transactions relating to the Loan Parties, Borrower; and no material deficiency exists with respect to such the Borrower’s systems of internal controls. (f) All of the SEC Reports, as of the respective dates thereof, complied in all material respects, as applicable, with the Act and the Exchange Act.

Financial Matters. (a) The Borrower has heretofore furnished to the Agent and the Lenders (i) the audited financial statements (including balance sheets, statements of income and statements of cash flows) of the Loan Parties Parent and its Subsidiaries as of December 31September 30, 2019 and December 31, 2020 (in draft form), in each case, 2017 for the twelve (12) month period then ended, and (ii) the unaudited financial statements of the Loan Parties as of April 30, 2021 2018 for the twelve seven (127) month period then ended (collectively, the “Financial Statements”).. LEGAL02/39661241v2LEGAL02/39709302v6 (b) The Financial Statements, as well as all other financial statements from time to time delivered by or on behalf of any Loan Party to the Agent or any Lender (including without limitation the financial statements referred to in Sections 5.1(a), (b) and (c)) Statements (i) have been prepared in accordance with GAAP applied on a consistent basis for all periods (subject, in the case of unaudited statements, to the absence of full footnote disclosures disclosures, and to normal non-material year-end audit adjustments), (ii) are complete and correct in all material respects, (iii) fairly present in all material respects the financial condition of each Loan Party as of said dates, and the results of each of their operations for the periods stated, (iv) contain and reflect all necessary adjustments and accruals for a fair presentation presentation, in all material respects, of the financial condition of each Loan Party and the results of each of their respective operations as of the dates of and for the periods covered therebyby such Financial Statements, and (v) make full and adequate provision, subject to and in accordance with GAAP, for the various assets and liabilities (including, without limitation, including deferred revenues) of the Loan Parties, fixed or contingent, and the results of each of their operations and transactions in its accounts, as of the dates and for the periods referred to therein. (c) As of the Closing Date, except as set forth in Schedule 3.01 of the Disclosure SchedulesSchedule, no Loan Party has any liabilities, obligations or commitments of any kind or nature whatsoever, whether absolute, accrued, contingent or otherwise (collectively “Liabilities and Contingencies”), including, without limitation, including Liabilities and Contingencies under employment agreements and with respect to any “earn-outs”, stock appreciation rights, or related compensation obligations, except: (i) Liabilities and Contingencies disclosed or reflected in the Financial Statements or footnotes thereto, (ii) Liabilities and Contingencies incurred in the Ordinary Course of Business and consistent with past practice since the date of the most recent Financial Statements, or (iii) those Liabilities and Contingencies which are not required to be disclosed or reflected under GAAP. The reserves, if any, reflected on the consolidated balance sheet of the Borrower Parent included in the most recent Financial Statements are appropriate and reasonable. As of the Closing Date, no Loan Party has had nor (during the periods covered by the Financial Statements) or presently does have any Indebtedness for money borrowed, outstanding obligations for the purchase price of property, contingent obligations or liabilities for taxes, or any unusual forward or long-term commitments, except as specifically set forth or provided for in the Financial Statements or in Schedule 3.01 of the Disclosure SchedulesSchedule. (d) Since the date of the most recent Financial StatementsStatements through the Closing Date, except as set forth in Schedule 3.01 of the Disclosure Schedule, there has been no material adverse change in the working capital, condition (financial or otherwise), assets, liabilities, prospects, reserves, business, management or operations of any Loan Party, including, without limitation, including the following: (i) there has been no material change in any assumptions underlying, or in any methods of calculating, any bad debt, contingency or other reserve relating to any Loan Party; (ii) there have been (A) no material write-downs in the value of any inventory of, and there have been no write-offs as uncollectible of any notes, Accounts or other receivables of any Loan Party other than write-offs of Accounts or other receivables reserved in full as of the date of the most recent Financial Statements, and (B) no reserves established for the uncollectibility of any notes, Accounts or other receivables of any Loan Party except to the extent that the same have been disclosed to the Agent and the Lenders in writing;; LEGAL02/39661241v2LEGAL02/39709302v6 (iii) no debts have been cancelled, no claims or rights of substantial value have been waived and no properties or assets (real, personal or mixed, tangible or intangible) have been sold, transferred, or otherwise disposed of by any Loan Party except in the Ordinary Course of Business; (iv) there has been no change in any method of accounting or accounting practice utilized by any Loan Party; (v) no material casualty, loss or damage has been suffered by any Loan Party, regardless of whether such casualty, loss or damage is or was covered by insurance; (vi) no Loan Party has received written notice of any changes in the policies or practices of any customer, supplier or referral source which, individually or in the aggregate, could reasonably be expected to, either individually or in the aggregate, to have a Material Adverse Effect; (vii) there has been no incurrence of (A) any liability or obligation outside of the Ordinary Course of Business, or (B) any Indebtedness other than Permitted Indebtedness; (viii) except as set forth in Schedule 3.01 of the Disclosure Schedules, there has been no declaration, setting aside or payment of any dividend or distribution or any other payment of any kind by any Loan Party to or in respect of any stock or other equity interests Capital Stock of any Loan Party; and (ix) no action described in this Section 3.01(d) has been agreed to be taken by any Loan Party. (e) Each Loan Party has in place adequate systems of internal controls sufficient to enable each Loan Party and its management to obtain timely and accurate information regarding all material aspects of its Business Operations and all material transactions relating to the Loan Parties, and no material deficiency exists with respect to such systems of internal controls.