Common use of Financial Statements; Absence of Certain Changes; Undisclosed Liabilities Clause in Contracts

Financial Statements; Absence of Certain Changes; Undisclosed Liabilities. (a) Section 4.5(a) of the Disclosure Schedule contains true, correct and complete copies of the following financial statements (collectively, the “Financial Statements”): (i) the reviewed balance sheet of the Company as of December 31, 2019, and the related statements of operations for the fiscal period then ended (the “Annual Financial Statements”); and (ii) the unaudited balance sheet (the “Latest Balance Sheet”) of the Company, dated as of July 31, 2020 (the “Latest Balance Sheet Date”) and the related unaudited statements of operations for the seven-month period then ended (the “Interim Financial Statements”). (b) The Financial Statements are (including in all cases the notes thereto, if any), accurate, correct and complete, and have been prepared in accordance with GAAP applied on a consistent basis throughout the applicable periods involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (which are not, individually or in the aggregate, material) and the absence of notes (that, if presented, would not differ materially from those presented in the Annual Financial Statements). The Financial Statements are based on the books and records of the Company (which books and records are in turn accurate, correct and complete), and fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that transactions are recorded in a timely manner and as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for earnings and assets. (c) Since the Latest Balance Sheet Date, there has been no Material Adverse Effect on the Company and, except as otherwise contemplated by this Agreement, the Business has been conducted only in the ordinary course of business and: (i) the Company has not incurred any Indebtedness; (ii) the Company has not subjected any portion of the assets of the Company to any Lien; (iii) the Company has not sold, assigned or transferred any portion of the tangible assets of the Company in a single transaction or series of related transactions in an amount in excess of $5,000, except in the ordinary course of business or as otherwise specified herein; (iv) the Company has not suffered any damage, destruction or extraordinary losses (whether or not covered by insurance) of any material tangible assets or waived any rights of material value to the Company; (v) the Company has not issued, sold or transferred any Equity Interests in the Company (including the Membership Interests) or other equity securities, securities convertible into any equity securities or warrants, options or other rights to any equity in the Company; (vi) the Company has not declared or made any distributions on the Equity Interests of the Company or redeemed or purchased any Equity Interests of the Company; (vii) the Company has not made any capital expenditures or commitments therefor in excess of $10,000 individually or $25,000 in the aggregate; (viii) the Company has not acquired any Person or business (whether by the acquisition of Equity Interests, the acquisition of assets, merger or otherwise); (ix) the Company has not entered into any or modified any existing employment, compensation or deferred compensation agreement (or any amendment to any such existing agreement) with any officer, member or employee of the Company; (x) the Company has not adopted, amended or terminated any Employee Plan or any Multiemployer Plan or increased any benefits under any Employee Plan or any Multiemployer Plan or granted or increased the amounts of any vacation pay, sick pay, bonus, severance, incentive, disability, profit sharing or other payments; (xi) the Company has not amended or modified or authorized any amendment or modification to the Organizational Documents of the Company; (xii) the Company has not introduced any change with respect to the operation of the Business, including the Company’s method of accounting or principles or practices for financial accounting; (xiii) the Company has not terminated, or amended or modified in any material respect, any material Contract or instrument of the Company; (xiv) the Company has not made, changed or revoked any material Tax election, elected or changed any method of accounting for Tax purposes, settled any Legal Action in respect of Taxes or entered into any Contract in respect of Taxes with any Authority; (xv) the Company has not increased the compensation payable or paid, whether conditionally or otherwise, to (i) any employee, consultant, independent contractor or agent other than in the ordinary course of business, (ii) any director or officer of the Company or (iii) any Affiliate of Seller or the Company; (xvi) no insurer (i) has questioned, denied or disputed (or otherwise reserved its rights with respect to) in writing the coverage of any claim pending under any liability policy or (ii) has provided any written notice of cancellation or any other indication that it plans to cancel any liability policy or raise the premiums or materially alter the coverage under any liability policy; (xvii) the Company has not written off as uncollectible any accounts receivable, modified or cancelled any material third-party Indebtedness or written up or written down any of its material assets or revalued its inventory; or (xviii) the Company has not entered into any Contract with respect to any of the matters referred to in this Section 4.5(c). (d) The Company has no Liabilities except for (i) Liabilities reflected on and reserved against in the face of the Interim Financial Statements and (ii) that have been incurred in the ordinary course of business consistent with past practice since the Latest Balance Sheet Date and are not, individually or in the aggregate, material to the Company.

Financial Statements; Absence of Certain Changes; Undisclosed Liabilities. (a) Section 4.5(a) of the Disclosure Schedule contains true, correct and complete copies of the following financial statements (collectively, the “Financial Statements”): (i) the reviewed unaudited balance sheet of the Company as of December 31, 20192018, and the related consolidated statements of operations and retained earnings, shareholders’ equity and cash flows for the fiscal period then ended ended, and the related notes thereto (the “Annual Financial Statements”); and (ii) the unaudited balance sheet (the “Latest Balance Sheet”) of the Company, dated as of July 31September 30, 2020 2019 (the “Latest Balance Sheet Date”) and the related unaudited statements of operations operations, shareholders’ equity and cash flows for the sevennine-month period then ended ended, and the related notes thereto (the “Interim Financial Statements”). (b) The Financial Statements are (including in all cases the notes thereto, if any), accurate, correct and complete, and have been prepared in accordance with GAAP applied on a consistent basis throughout the applicable periods involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (which are not, individually or in the aggregate, material) and the absence of notes (that, if presented, would not differ materially from those presented in the Annual Financial Statements). The Financial Statements are based on the books and records of the Company (which books and records are in turn accurate, correct and complete), and fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that transactions are recorded in a timely manner and as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for earnings and assets. (c) Since the Latest Balance Sheet Date, there has been no Material Adverse Effect on the Company and, except as otherwise contemplated by this Agreement, the Business has been conducted only in the ordinary course of business and: (i) the Company has not incurred any Indebtedness; (ii) the Company has not subjected any portion of the assets of the Company to any Lien; (iii) the Company has not sold, assigned or transferred any portion of the tangible assets of the Company in a single transaction or series of related transactions in an amount in excess of $5,000, except in the ordinary course of business or as otherwise specified herein; (iv) the Company has not suffered any damage, destruction or extraordinary losses (whether or not covered by insurance) of any material tangible assets or waived any rights of material value to the Company; (v) the Company has not issued, sold or transferred any Equity Interests in the Company (including the Membership InterestsShares) or other equity securities, securities convertible into any equity securities or warrants, options or other rights to any equity in the Company; (vi) the Company has not declared or made any distributions on the Equity Interests of the Company other than a final distribution to the Seller at or immediately before Closing or redeemed or purchased any Equity Interests of the Company; (vii) the Company has not made any capital expenditures or commitments therefor in excess of $10,000 individually or $25,000 in the aggregateaggregate other than as set forth in Section 4.5(c)(vii) of the Disclosure Schedule; (viii) the Company has not acquired any Person or business (whether by the acquisition of Equity Interests, the acquisition of assets, merger or otherwise); (ix) the Company has not entered into any or modified any existing employment, compensation or deferred compensation agreement (or any amendment to any such existing agreement) with any officer, member or employee of the CompanyCompany other than in the ordinary course of business; (x) the Company has not adopted, amended or terminated any Employee Plan or any Multiemployer Plan or increased any benefits under any Employee Plan or any Multiemployer Plan or granted or increased the amounts of any vacation pay, sick pay, bonus, severance, incentive, disability, profit sharing or other paymentspayments other than as set forth in Section 4.5(c)(x) of the Disclosure Schedule; (xi) the Company has not amended or modified or authorized any amendment or modification to the Organizational Documents of the Company; (xii) the Company has not introduced any change with respect to the operation of the Business, including the Company’s method of accounting or principles or practices for financial accounting; (xiii) the Company has not terminated, or amended or modified in any material respect, any material Contract or instrument of the CompanyCompany other than in the ordinary course of business; (xiv) the Company has not made, changed or revoked any material Tax election, elected or changed any method of accounting for Tax purposes, settled any Legal Action in respect of Taxes or entered into any Contract in respect of Taxes with any Authority; (xv) the Company has not increased the compensation payable or paid, whether conditionally or otherwise, other than in the ordinary course of business, to (i) any employee, consultant, independent contractor or agent other than in the ordinary course of business, (ii) any director or officer of the Company or (iii) any Affiliate of Seller or the Company; (xvi) other than in the ordinary course of business, no client or supplier required to be disclosed on Section 4.7 of the Disclosure Schedule has cancelled, terminated or otherwise diminished or altered (including any reduction in the rate or amount of sales or purchases or change to the supply or credit terms, as the case may be), is likely to or will cancel, terminate or otherwise diminish or alter (including any reduction in the rate or amount of sales or purchases or change to the supply or credit terms, as the case may be) or notified Seller or the Company of any intention to do any of the foregoing or, to the Company’s Knowledge, otherwise threatened to cancel, terminate or otherwise diminish or alter (including any reduction in the rate or amount of sales or purchases, as the case may be) its relationship or business dealings with the Company; (xvii) no insurer (i) has questioned, denied or disputed (or otherwise reserved its rights with respect to) in writing the coverage of any claim pending under any liability policy or (ii) has provided any written notice of cancellation or any other indication that it plans to cancel any liability policy or raise the premiums or materially alter the coverage under any liability policy; (xviixviii) other than in the ordinary course of business, the Company has not written off as uncollectible any accounts receivable, modified or cancelled any material third-party Indebtedness or written up or written down any of its material assets or revalued its inventory; or (xviiixix) the Company has not entered into any Contract Contract, agreement or commitment with respect to any of the matters referred to in this Section 4.5(c). (d) The Company has no Liabilities except for Liabilities (i) Liabilities reflected set forth on and reserved against in the face of the Interim Financial Statements and Latest Balance Sheet or (ii) that have been incurred in the ordinary course of business consistent with past practice since the Latest Balance Sheet Date and are not, individually or in the aggregate, material to the Company.

Financial Statements; Absence of Certain Changes; Undisclosed Liabilities. (a) Section 4.5(a) of the Disclosure Schedule contains true, correct and complete copies of the following financial statements (collectively, the “Financial Statements”): (i) the reviewed unaudited balance sheet of the Company as of December 31, 20192023, and the related consolidated statements of operations and retained earnings, shareholders’ equity and cash flows for the fiscal period then ended ended, and the related notes thereto (the “Annual Financial Statements”); and (ii) the unaudited balance sheet (the “Latest Balance Sheet”) of the Company, dated as of July May 31, 2020 2024 (the “Latest Balance Sheet Date”) and the related unaudited statements of operations operations, shareholders’ equity and cash flows for the sevenfive-month period then ended ended, and the related notes thereto (the “Interim Financial Statements”). (b) The Financial Statements are (including in all cases the notes thereto, if any), accurate, correct and complete, and have been prepared in accordance with GAAP applied on a consistent basis throughout the applicable periods involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (which are not, individually or in the aggregate, material) and the absence of notes (that, if presented, would not differ materially from those presented in the Annual Financial Statements). The Financial Statements are based on the books and records of the Company (which books and records are in turn accurate, correct and complete), and fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that transactions are recorded in a timely manner and as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for earnings and assets. (c) Since the Latest Balance Sheet Date, there has been no Material Adverse Effect on the Company and, except as otherwise contemplated by this Agreement, the Business has been conducted only in the ordinary course of business and: (i) the Company has not incurred any Indebtedness; (ii) the Company has not subjected any portion of the assets of the Company to any Lien; (iii) the Company has not sold, assigned or transferred any portion of the tangible assets of the Company in a single transaction or series of related transactions in an amount in excess of $5,000, except in the ordinary course of business or as otherwise specified herein; (iv) the Company has not suffered any damage, destruction or extraordinary losses (whether or not covered by insurance) of any material tangible assets or waived any rights of material value to the Company; (v) the Company has not issued, sold or transferred any Equity Interests in the Company (including the Membership Interests) or other equity securities, securities convertible into any equity securities or warrants, options or other rights to any equity in the Company; (vi) the Company has not declared or made any distributions on the Equity Interests of the Company or redeemed or purchased any Equity Interests of the Company; (vii) the Company has not made any capital expenditures or commitments therefor in excess of $10,000 individually or $25,000 in the aggregate; (viii) the Company has not acquired any Person or business (whether by the acquisition of Equity Interests, the acquisition of assets, merger or otherwise); (ix) the Company has not entered into any or modified any existing employment, compensation or deferred compensation agreement (or any amendment to any such existing agreement) with any officer, member or employee of the Company; (x) the Company has not adopted, amended or terminated any Employee Plan or any Multiemployer Plan or increased any benefits under any Employee Plan or any Multiemployer Plan or granted or increased the amounts of any vacation pay, sick pay, bonus, severance, incentive, disability, profit sharing or other payments; (xi) the Company has not amended or modified or authorized any amendment or modification to the Organizational Documents of the Company; (xii) the Company has not introduced any change with respect to the operation of the Business, including the Company’s method of accounting or principles or practices for financial accounting; (xiii) the Company has not terminated, or amended or modified in any material respect, any material Contract or instrument of the Company; (xiv) the Company has not made, changed or revoked any material Tax election, elected or changed any method of accounting for Tax purposes, settled any Legal Action in respect of Taxes or entered into any Contract in respect of Taxes with any Authority; (xv) the Company has not increased the compensation payable or paid, whether conditionally or otherwise, to (i) any employee, consultant, independent contractor or agent other than in the ordinary course of business, (ii) any director or officer of the Company or (iii) any Affiliate of Seller or the Company; (xvi) no client or supplier required to be disclosed on Section 4.7 of the Disclosure Schedule has cancelled, terminated or otherwise diminished or altered (including any reduction in the rate or amount of sales or purchases or change to the supply or credit terms, as the case may be), is likely to or will cancel, terminate or otherwise diminish or alter (including any reduction in the rate or amount of sales or purchases or change to the supply or credit terms, as the case may be) or notified Seller or the Company of any intention to do any of the foregoing or otherwise threatened to cancel, terminate or otherwise diminish or alter (including any reduction in the rate or amount of sales or purchases, as the case may be) its relationship or business dealings with the Company; (xvii) no insurer (i) has questioned, denied or disputed (or otherwise reserved its rights with respect to) in writing the coverage of any claim pending under any liability policy or (ii) has provided any written notice of cancellation or any other indication that it plans to cancel any liability policy or raise the premiums or materially alter the coverage under any liability policy; (xviixviii) the Company has not written off as uncollectible any accounts receivable, modified or cancelled any material third-party Indebtedness or written up or written down any of its material assets or revalued its inventory; or (xviiixix) the Company has not entered into any Contract Contract, agreement or commitment with respect to any of the matters referred to in this Section 4.5(c). (d) The Company has no Liabilities except for Liabilities (i) Liabilities reflected set forth on and reserved against in the face of the Interim Financial Statements and Latest Balance Sheet or (ii) that have been incurred in the ordinary course of business consistent with past practice since the Latest Balance Sheet Date and are not, individually or in the aggregate, material to the Company.

Financial Statements; Absence of Certain Changes; Undisclosed Liabilities. (a) Section 4.5(a) of the Disclosure Schedule contains true, correct and complete copies of the following financial statements (collectively, the “Financial Statements”): (i) the reviewed balance sheet of the Company as of December 31, 20192017, and the related consolidated statements of operations and retained earnings, and cash flows for the fiscal twelve-month period then ended ended, and the related notes thereto (the “Annual Reviewed Financial Statements”); and (ii) the unaudited balance sheet (the “Latest Balance Sheet”) of the Company, dated as of July 31September 30, 2020 2018 (the “Latest Balance Sheet Date”) and the related unaudited statements of operations and cash flows for the sevennine-month period then ended (the “Interim Financial Statements”). (b) The Financial Statements are (including in all cases the notes thereto, if any), accurate, correct and complete, and have been prepared in accordance with GAAP applied on a consistent basis throughout the applicable periods involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (which are not, individually or in the aggregate, material) and the absence of notes (that, if presented, would not differ materially from those presented in the Annual Reviewed Financial Statements). The Financial Statements are based on the books and records of the Company (which books and records are in turn accurate, correct and complete), and fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that transactions are recorded in a timely manner and as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for earnings and assets. (c) Since Except as disclosed in Section 4.5(c) of the Disclosure Schedules, since the Latest Balance Sheet Date, there has been no Material Adverse Effect on the Company and, except as otherwise contemplated by this Agreement, the Business has been conducted only in the ordinary course of business and: (i) the Company has not incurred any Indebtedness; (ii) the Company has not subjected any portion of the assets of the Company to any Lien; (iii) the Company has not sold, assigned or transferred any portion of the tangible assets of the Company in a single transaction or series of related transactions in an amount in excess of $5,000, except in the ordinary course of business or as otherwise specified herein; (iv) the Company has not suffered any damage, destruction or extraordinary losses (whether or not covered by insurance) of any material tangible assets or waived any rights of material value to the Company; (v) the Company has not issued, sold or transferred any Equity Interests in the Company (including the Membership InterestsShares) or other equity securities, securities convertible into any equity securities or warrants, options or other rights to any equity in the Company; (vi) the Company has not declared or made any distributions on the Equity Interests of the Company or redeemed or purchased any Equity Interests of the Company; (vii) the Company has not made any capital expenditures or commitments therefor in excess of $10,000 individually or $25,000 in the aggregate; (viii) the Company has not acquired any Person or business (whether by the acquisition of Equity Interests, the acquisition of assets, merger or otherwise); (ix) the Company has not entered into any or modified any existing employment, compensation or deferred compensation agreement (or any amendment to any such existing agreement) with any officer, member or employee of the Company; (x) the Company has not adopted, amended or terminated any Employee Plan or any Multiemployer Plan or increased any benefits under any Employee Plan or any Multiemployer Plan or granted or increased the amounts of any vacation pay, sick pay, bonus, severance, incentive, disability, profit sharing or other payments; (xi) the Company has not amended or modified or authorized any amendment or modification to the Organizational Documents of the Company; (xii) the Company has not introduced any change with respect to the operation of the Business, including the Company’s method of accounting or principles or practices for financial accounting; (xiii) the Company has not terminated, or amended or modified in any material respect, any material Contract or instrument of the Company; (xiv) the Company has not made, changed or revoked any material Tax election, elected or changed any method of accounting for Tax purposes, settled any Legal Action in respect of Taxes or entered into any Contract in respect of Taxes with any Authority; (xv) the Company has not increased the compensation payable or paid, whether conditionally or otherwise, to (i) any employee, consultant, independent contractor or agent other than in the ordinary course of business, (ii) any director or officer of the Company or (iii) any Affiliate of Seller Sellers or the Company; (xvi) no client or supplier required to be disclosed on Section 4.7 of the Disclosure Schedule has cancelled, terminated or otherwise diminished or altered (including any reduction in the rate or amount of sales or purchases or change to the supply or credit terms, as the case may be), is likely to or will cancel, terminate or otherwise diminish or alter (including any reduction in the rate or amount of sales or purchases or change to the supply or credit terms, as the case may be) or notified any Seller or the Company of any intention to do any of the foregoing or otherwise threatened to cancel, terminate or otherwise diminish or alter (including any reduction in the rate or amount of sales or purchases, as the case may be) its relationship or business dealings with the Company; (xvii) no insurer (i) has questioned, denied or disputed (or otherwise reserved its rights with respect to) in writing the coverage of any claim pending under any liability policy or (ii) has provided any written notice of cancellation or any other indication that it plans to cancel any liability policy or raise the premiums or materially alter the coverage under any liability policy; (xviixviii) the Company has not written off as uncollectible any accounts receivable, modified or cancelled any material third-party Indebtedness or written up or written down any of its material assets or revalued its inventory; or (xviiixix) the Company has not entered into any Contract Contract, agreement or commitment with respect to any of the matters referred to in this Section 4.5(c). (d) The Company has no Liabilities except for Liabilities (i) Liabilities reflected set forth on and reserved against in the face of the Interim Financial Statements and Latest Balance Sheet or (ii) that have been incurred in the ordinary course of business consistent with past practice since the Latest Balance Sheet Date and are not, individually or in the aggregate, material to the Company.

Financial Statements; Absence of Certain Changes; Undisclosed Liabilities. (a) Section 4.5(a) of the Disclosure Schedule contains true, correct and complete copies of the following financial statements (collectively, the “Company Financial Statements”): (i) the reviewed audited balance sheet of the Company as of December 31, 20192017, and the related consolidated statements of operations operations, members’ equity and cash flows for the fiscal period then ended ended, and the related notes thereto (the “Annual Audited Financial Statements”); and (ii) the unaudited balance sheet (the “Latest Balance Sheet”) of the Company, dated as of July March 31, 2020 2018 (the “Latest Balance Sheet Date”) and the related unaudited statements of operations operations, members’ equity and cash flows for the seven-month three (3)-month period then ended ended, and the related notes thereto (the “Interim Financial Statements”). (b) The Company Financial Statements are (including in all cases the notes thereto, if any), accurate, correct and complete, and have been prepared in accordance with GAAP applied on a consistent basis throughout the applicable periods period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (which are not, individually or in the aggregate, material) and the absence of notes (that, if presented, would not differ materially from those presented in the Annual Audited Financial Statements). The Financial Statements are based on the books and records of the Company (which books and records are in turn accurate, correct and complete), and fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that transactions are recorded in a timely manner and as necessary to permit preparation of financial statements Financial Statements in accordance with GAAP and to maintain accountability for earnings and assets. (c) Since Except as otherwise contemplated by this Agreement, since the Latest Balance Sheet Date, there has been no Material Adverse Effect on the Company and, except as otherwise contemplated by this Agreement, and the Business Company has been conducted only in not taken any of the ordinary course following actions (or permitted any of business and:the following events to occur): (i) the Company has not incurred any Indebtedness, other than periodic draws made under the terms of the line of credit between the Company and JX Xxxxxx Cxxxx, NA; (ii) the Company has not subjected to any Lien any portion of the assets of the Company to any LienCompany; (iii) the Company has not sold, assigned or transferred any portion of the tangible assets of the Company in a single transaction or series of related transactions in an amount in excess of $5,000, except in the ordinary course of business or as otherwise specified herein; (iv) the Company has not suffered any damage, destruction or extraordinary losses (whether or not covered by insurance) of any material tangible assets or waived any rights of material value to the Company; (v) the Company has not issued, sold or transferred any Equity Interests equity securities in the Company (including the Membership Interests) or other equity securities, securities convertible into any equity securities or warrants, options or other rights to any equity in the Company; (vi) the Company has not declared or made any distributions on the Equity Interests equity securities of the Company or redeemed or purchased any Equity Interests equity securities of the Company; (vii) the Company has not made any capital expenditures or commitments therefor in excess of $10,000 25,000 individually or $25,000 50,000 in the aggregate; (viii) the Company has not acquired any Person Entity or business (whether by the acquisition of Equity Interestsequity securities, the acquisition of assets, merger or otherwise); (ix) the Company has not entered into any or modified any existing employment, compensation or deferred compensation agreement (or any amendment to any such existing agreement) with any officer, member or employee of the Company; (x) the Company has not adopted, amended or terminated any Employee Plan or any entered into a Multiemployer Plan or increased any benefits under any Employee Plan or any Multiemployer Plan or granted or increased the amounts of any vacation pay, sick pay, bonus, severance, incentive, disability, profit sharing or other payments(as defined below); (xi) the Company has not amended or modified changed or authorized any amendment or modification to change in the Organizational Documents of the Company, other than to change the tax treatment of the Company to that of an incorporated entity effective as of January 1, 2018; (xii) the Company has not introduced any change with respect to the operation of the Business, including the Company’s method of accounting or principles or practices for financial accounting; (xiii) the Company has not terminated, or amended or modified in any material respect, any material Contract agreement or instrument of the Company;; or (xiv) the Company has not made, changed or revoked any material Tax election, elected or changed any method of accounting for Tax purposes, settled any Legal Action in respect of Taxes or entered into any Contract in respect of Taxes with any Authority; (xv) the Company has not increased the compensation payable agreement or paid, whether conditionally or otherwise, to (i) any employee, consultant, independent contractor or agent other than in the ordinary course of business, (ii) any director or officer of the Company or (iii) any Affiliate of Seller or the Company; (xvi) no insurer (i) has questioned, denied or disputed (or otherwise reserved its rights with respect to) in writing the coverage of any claim pending under any liability policy or (ii) has provided any written notice of cancellation or any other indication that it plans to cancel any liability policy or raise the premiums or materially alter the coverage under any liability policy; (xvii) the Company has not written off as uncollectible any accounts receivable, modified or cancelled any material third-party Indebtedness or written up or written down any of its material assets or revalued its inventory; or (xviii) the Company has not entered into any Contract commitment with respect to any of the matters referred to in paragraphs (i) through (xiii) of this Section 4.5(c). (d) The Company has no Liabilities except for Liability, whether arising out of any transactions entered into at or prior to the date hereof, or any action or inaction at or prior to the date hereof, or any state of facts existing at or prior to the date hereof or otherwise other than (i) Liabilities reflected set forth on and reserved against in the face of the Interim Financial Statements and Latest Balance Sheet, (ii) Liabilities that have been incurred arisen since the Balance Sheet Date in the ordinary course of business consistent with past practice since the Latest Balance Sheet Date and are not(none of which is a Liability resulting from, individually or arising out of, relating to, in the aggregatenature of or caused by any breach of Contract, material breach of warranty, tort, infringement, violation of law, environmental matter, claim or lawsuit), (iii) Liabilities under Material Contracts or under Contracts not required to be disclosed in Section 4.6 of the CompanyDisclosure Schedule (but not Liabilities for breaches thereof); and (iv) Liabilities set forth on Section 4.5(d) of the Disclosure Schedule.

Financial Statements; Absence of Certain Changes; Undisclosed Liabilities. (a) Section 4.5(a) of the Disclosure Schedule contains true, correct and complete copies of the following financial statements (collectively, the “Financial Statements”): (i) the reviewed unaudited balance sheet of the Company as of December 31, 20192019 and 2020, and the related statements of operations for the fiscal period then ended (the “Annual Financial Statements”); and (ii) the unaudited balance sheet (the “Latest Balance Sheet”) of the Company, dated as of July March 31, 2020 2021 (the “Latest Balance Sheet Date”) and the related unaudited statements of operations for the seventhree-month period then ended (the “Interim Financial Statements”). (b) The Financial Statements are (including in all cases the notes thereto, if any), accurate, correct and completecomplete in all material respects, and have been prepared in accordance with US GAAP applied on a consistent basis throughout the applicable periods involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (which are not, individually or in the aggregate, material) and the absence of notes (that, if presented, would not differ materially from those presented in the Annual Financial Statements). The Financial Statements are based on the books and records of the Company (which books and records are in turn accurate, correct and completecomplete in all material respects), and fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that transactions are recorded in a timely manner and as necessary to permit preparation of financial statements in accordance with US GAAP and to maintain accountability for earnings and assets. (c) Since the Latest Balance Sheet Date, there has been no Material Adverse Effect on the Company and, except as otherwise contemplated by this Agreement, the Business has been conducted only in the ordinary course of business and: (i) the Company has not incurred any Indebtedness; (ii) the Company has not subjected any portion of the assets of the Company to any Lienlien; (iii) the Company has not sold, assigned or transferred any portion of the tangible assets of the Company in a single transaction or series of related transactions in an amount in excess of $5,000, except in the ordinary course of business or as otherwise specified herein; (iv) the Company has not suffered any damage, destruction or extraordinary losses (whether or not covered by insurance) of any material tangible assets or waived any rights of material value to the Company; (v) the Company has not issued, sold or transferred any Equity Interests in the Company (including the Membership Interests) or other equity securities, securities convertible into any equity securities or warrants, options or other rights to any equity in the Company; (vi) the Company has not declared or made any distributions on the Equity Interests of the Company or redeemed or purchased any Equity Interests of the Company; (vii) the Company has not made any capital expenditures or commitments therefor in excess of $10,000 individually or $25,000 in the aggregate; (viii) the Company has not acquired any Person or business (whether by the acquisition of Equity Interests, the acquisition of assets, merger or otherwise); (ix) the Company has not entered into any or materially modified any existing employment, compensation or deferred compensation agreement (or any amendment to any such existing agreement) with any officer, member or employee of the Company; (x) the Company has not adopted, amended or terminated any Employee Plan or any Multiemployer Plan or increased any benefits under any Employee Plan or any Multiemployer Plan or granted or increased the amounts of any vacation pay, sick pay, bonus, severance, incentive, disability, profit sharing or other payments; (xi) the Company has not amended or materially modified or authorized any amendment or material modification to the Organizational Documents of the Company; (xii) the Company has not introduced any change with respect to the operation of the Business, including the Company’s method of accounting or principles or practices for financial accounting; (xiii) the Company has not terminated, or amended or modified in any material respect, any material Contract or instrument of the Company; (xiv) the Company has not made, changed or revoked any material Tax election, elected or changed any method of accounting for Tax purposes, settled any Legal Action Proceeding in respect of Taxes or entered into any Contract in respect of Taxes with any Authority; (xv) the Company has not increased the compensation payable or paid, whether conditionally or otherwise, to (i) A., any employee, consultant, independent contractor or agent other than in the ordinary course of business, (ii) or B., any director or officer of the Company or (iii) C., any Affiliate of Seller Sellers or the Company; (xvi) no insurer (i) has questioned, denied or disputed (or otherwise reserved its rights with respect to) in writing the coverage of any claim pending under any liability policy or (ii) has provided any written notice of cancellation or any other indication that it plans to cancel any liability policy or raise the premiums or materially alter the coverage under any liability policy; (xvii) the Company has not written off as uncollectible any accounts receivable, materially modified or cancelled any material third-party Indebtedness or written up or written down any of its material assets or revalued its inventory; or (xviii) the Company has not entered into any Contract with respect to any of the matters referred to in this Section 4.5(c). (d) The Company has no Liabilities except for (i) Liabilities reflected on and reserved against in the face of the Interim Financial Statements and (ii) that have been incurred in the ordinary course of business consistent with past practice since the Latest Balance Sheet Date and are not, individually or in the aggregate, material to the Company.

Financial Statements; Absence of Certain Changes; Undisclosed Liabilities. (a) Section 4.5(a) of the Disclosure Schedule contains true, correct and complete copies of the following financial statements (collectively, the “Financial Statements”): (i) the reviewed audited balance sheet of the Company as of December 31, 2019, 2022 and the related consolidated statements of operations and retained earnings, shareholders’ equity and cash flows for the fiscal period then ended ended, and the related notes thereto (the “Annual Financial Statements”); and (ii) the unaudited balance sheet (the “Latest Balance Sheet”) of the Company, dated as of July August 31, 2020 2023 (the “Latest Balance Sheet Date”) and the related unaudited statements of operations operations, shareholders’ equity and cash flows for the seveneight-month period then ended ended, and the related notes thereto (together with the Latest Balance Sheet, the “Interim Financial Statements”). (b) The Financial Statements are (including in all cases the notes thereto, if any), accurate, correct and completecomplete in all material respects, and have been prepared in accordance with GAAP applied on a consistent basis throughout the applicable periods involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (which are not, individually or in the aggregate, material) and the absence of notes (that, if presented, would not differ materially from those presented in the Annual Financial Statements). The Financial Statements are based on the books and records of the Company (which books and records are in turn accurate, correct and complete), and fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that transactions are recorded in a timely manner and as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for earnings and assets. (c) Since the Latest Balance Sheet Date, there has been no Material Adverse Effect on the Company and, except as otherwise contemplated by this Agreement, the Business has been conducted only in the ordinary course of business and: (i) the Company has not incurred any Indebtedness; (ii) the Company has not subjected any portion of the assets of the Company to any Lien; (iii) the Company has not sold, assigned or transferred any portion of the tangible assets of the Company in a single transaction or series of related transactions in an amount in excess of $5,00015,000, except in the ordinary course of business or as otherwise specified herein; (iv) the Company has not suffered any damage, destruction or extraordinary losses (whether or not covered by insurance) of any material tangible assets or waived any rights of material value to the Company; (v) the Company has not issued, sold or transferred any Equity Interests in the Company (including the Membership Interests) or other equity securities, securities convertible into any equity securities or warrants, options or other rights to any equity in the Company; (vi) the Company has not declared or made any distributions on the Equity Interests of the Company or redeemed or purchased any Equity Interests of the Company; (vii) the Company has not made any capital expenditures or commitments therefor in excess of $10,000 20,000 individually or $25,000 40,000 in the aggregate; (viiivii) the Company has not acquired any Person or business (whether by the acquisition of Equity Interests, the acquisition of assets, merger or otherwise); (ixviii) the Company has not entered into any or modified any existing employment, compensation or deferred compensation agreement (or any amendment to any such existing agreement) with any officer, member or employee of the Company; (xix) the Company has not adopted, amended or terminated any Employee Plan or any Multiemployer Plan or increased any benefits under any Employee Plan or any Multiemployer Plan or granted or increased the amounts of any vacation pay, sick pay, bonus, severance, incentive, disability, profit sharing or other payments; (xix) the Company has not amended or modified or authorized any amendment or modification to the Organizational Documents of the Company; (xiixi) the Company has not introduced any change with respect to the operation of the Business, including the Company’s method of accounting or principles or practices for financial accounting; (xiiixii) the Company has not terminated, or amended or modified in any material respect, any material Contract or instrument of the CompanyMaterial Contract; (xivxiii) the Company has not made, changed or revoked any material Tax election, elected or changed any method of accounting for Tax purposes, settled any Legal Action in respect of Taxes or entered into any Contract in respect of Taxes with any Authority; (xvxiv) the Company has not increased the compensation payable or paid, whether conditionally or otherwise, to (i) any employee, consultant, independent contractor or agent other than in the ordinary course of business, (ii) any director or officer of the Company or (iii) any Affiliate of Seller Sellers or the Company; (xv) no client or supplier required to be disclosed on Section 4.7 of the Disclosure Schedule has cancelled, terminated or otherwise materially diminished or altered (including any material reduction in the rate or amount of sales or purchases or change to the supply or credit terms, as the case may be), to the Company’s Knowledge, is likely to or will cancel, terminate or otherwise materially diminish or alter (including any material reduction in the rate or amount of sales or purchases or change to the supply or credit terms, as the case may be) its relationship or business dealings with the Company; (xvi) no insurer (i) has questioned, denied or disputed (or otherwise reserved its rights with respect to) in writing the coverage of any claim pending under any liability policy or (ii) has provided any written notice of cancellation or any other indication that it plans to cancel any liability policy or raise the premiums or materially alter the coverage under any liability policy; (xvii) the Company has not written off as uncollectible any accounts receivable, modified or cancelled any material third-party Indebtedness or written up or written down any of its material assets or revalued its inventory, other than in the ordinary course of business; or (xviii) the Company has not entered into any Contract Contract, agreement or commitment with respect to any of the matters referred to in this Section 4.5(c). (d) The Company has no Liabilities except for Liabilities (i) Liabilities reflected set forth on and reserved against in the face of the Interim Financial Statements and Latest Balance Sheet, with respect to any Transaction Expenses or liabilities arising under this Agreement, or (ii) that have been incurred in the ordinary course of business consistent with past practice since the Latest Balance Sheet Date and are not, individually or in the aggregate, material to the Company.