Common use of Financial Statements and Related Matters Clause in Contracts

Financial Statements and Related Matters. (a) Section 5.14(a) of the Disclosure Schedule contains accurate and complete copies of the consolidated and non-consolidated reviewed balance sheet and statement of income and cash flow of Seller as of and for the years ended August 31, 2015 (the “Most Recent Fiscal Year End”) and August 31, 2014 (collectively, the “Year End Financial Statements”) and for the 4 months ended December 31, 2015 (the “Interim Financial Statements,” and together with the Year End Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with ASPE (except as disclosed in the footnotes), except for, in the case of the Interim Financial Statements, (1) normal recurring year-end adjustments that are not material and (2) the omission of footnote disclosure required by ASPE. The books and records of Seller have been maintained in accordance with sound business practice and reflect in all material respects the transactions entered into by Seller. The Financial Statements accurately and fairly present the consolidated and non-consolidated financial position and results of operations of Seller at the dates and for the periods indicated therein and are consistent with the books and records of Seller. (b) Except as described in Section 5.14(b) of the Disclosure Schedule, Seller does not have any Liabilities other than those Liabilities: (i) which are set forth or reserved for in the Financial Statements; (ii) which have arisen after the date of the Financial Statements in the Ordinary Course and are characterized as Current Liabilities as of the Closing Date that will be, in accordance with the Joint Issues and Reverse Earn Out Payment Agreement, fully reflected or reserved for in the Final Closing Balance Sheet and the calculation of Net Working Capital of the Business as of the Closing Date; (iii) which constitute Assumed Employee Liabilities that have arisen after the date of the Financial Statements in the Ordinary Course; or (iv) arising under or pursuant to the Transferred Contracts (but not Liabilities that result from, arise out of or are attributable to, any breach of any such Transferred Contract prior to Closing).

Financial Statements and Related Matters. (a) Section 5.14(a) Set forth in Schedule 8.4 hereto is an unaudited Statement of Net Assets of the Disclosure Schedule contains accurate Business as at September 30, 1998 (the "Reference Statement of Net Assets") and complete copies related unaudited statements of income of the consolidated and non-consolidated reviewed balance sheet and statement of income and cash flow of Seller as of and Business for the years ended August 31, 2015 (indicated period then ended. Such financial statements are collectively referred to herein as the “Most Recent Fiscal Year End”) and August 31, 2014 (collectively, the “Year End "Financial Statements”) and for the 4 months ended December 31, 2015 (the “Interim Financial Statements,” and together with the Year End Financial Statements, the “Financial Statements”). ." The Financial Statements have been prepared in accordance with ASPE (except as disclosed in the footnotes), except for, in the case of the Interim Financial Statements, (1) normal recurring year-end adjustments that are not material and (2) the omission of footnote disclosure required by ASPE. The books and records of Seller have been maintained in accordance with sound business practice and reflect in all material respects the transactions entered into by Seller. The Financial Statements accurately and fairly present the consolidated and non-consolidated financial position and results of operations of Seller at the dates and for the periods indicated therein and are consistent with from the books and records of the Business, and the Reference Statement of Net Assets has been prepared in accordance with (the accounting principles ("Seller. (b's Accounting Principles") Except attached as described in Section 5.14(b) Schedule 8.4, consistently applied. The accounting books and records of the Disclosure ScheduleBusiness are accurate and complete in all material respects. The Business has no direct or indirect liabilities, Seller does not have losses or obligations of any Liabilities nature, whether absolute, accrued, contingent or otherwise, that would be required to be reflected on a balance sheet or the notes thereto prepared in accordance with GAAP consistently applied other than those Liabilities: (i) which are set forth liabilities reflected, accrued or reserved for in the Financial StatementsReference Statement of Net Assets; (ii) which have arisen after liabilities disclosed in the Schedules to this Agreement; (iii) liabilities incurred in the ordinary course of business subsequent to the date of the Financial Statements Reference Statement of Net Assets and not inconsistent with past practice; (iv) liabilities or performance obligations arising in the Ordinary Course ordinary course of business (and are characterized not as Current Liabilities a result of a breach or default by the Seller or any Purchased Subsidiary out of or under agreements, contracts, leases, arrangements or commitments to which the Seller or a Purchased Subsidiary was a party as of the Closing Date that will be, in accordance with the Joint Issues and Reverse Earn Out Payment Agreement, fully reflected or reserved for in the Final Closing Balance Sheet and the calculation of Net Working Capital of the Business as of the Closing Date; (iii) which constitute Assumed Employee Liabilities that have arisen after the date of the Financial Statements in the Ordinary Course; or (ivv) arising liabilities under or pursuant to the Transferred Contracts (but not Liabilities that result from, arise out of or are attributable to, any breach of any such Transferred Contract prior to Closing)this Agreement.

Financial Statements and Related Matters. (a) Section 5.14(a) of the Disclosure Schedule contains accurate and complete copies of the The unaudited consolidated and non-consolidated reviewed balance sheet and related consolidated statement of income of the Company and cash flow of Seller the Subsidiaries as of and for the years fiscal year ended August December 31, 2015 1997, has been delivered to Buyers (the “Most Recent Fiscal Year End”"1997 Financial Statements"). (b) The unaudited consolidated balance sheet and August related consolidated statements of income of the Company and the Subsidiaries, as of and for the three-month period ended March 31, 2014 1998, has been delivered to Buyers (collectively, the “Year End Financial Statements”) and for the 4 months ended December 31, 2015 (the “"Interim Financial Statements,” "). (c) The most recently regularly prepared unaudited consolidated balance sheet of the Company and together the Subsidiaries dated as of April 30, 1998, annexed hereto as Exhibit D (the "Current Balance Sheet") reflects completion of the transfer of assets and assumptions of liabilities contemplated by Section 5.1 and reflects that the "total assets of the Company" (including the Subsidiaries) (as that term is defined in the Pre-Notification Rules issued by the Federal Trade Commission pursuant to the Xxxx- Xxxxx-Xxxxxx Antitrust Improvement Act as amended) is less than $25 million. In accordance with the Year End last regularly prepared balance sheet of the Company and as of the Effective Date, the total assets of the Company and the Subsidiaries are less than $25 million. The "annual net sales" (as that term is defined in the above-referenced rules) of the Company and the Subsidiaries for the 12-month period ending as of the Effective Date is less than $25 million. (d) The 1997 Financial Statements, the “Interim Financial Statements”). The Financial Statements , and the Current Balance Sheet have been prepared in accordance with ASPE (except generally accepted accounting principles applied on a consistent basis throughout the periods indicated and present fairly the financial position, results of operations, revenue and changes in financial position of the Company and the Subsidiaries as disclosed in of the footnotes)indicated dates and for the indicated periods. The 1997 Financial Statements, except for, in the case of the Interim Financial Statements, (1) normal recurring year-end adjustments that are not material and (2) the omission of footnote disclosure required by ASPE. The books and records of Seller Current Balance Sheet have been maintained prepared in a manner which is materially consistent with the historical treatment of the financial statements of the Company and the Subsidiaries. Except to the extent reflected, disclosed or provided for in the balance sheet included in the Interim Financial Statements, subsequent to December 31, 1997, neither the Company nor any Subsidiary has incurred any material liabilities or material obligations that would normally be reflected in financial statements (including footnotes) prepared in accordance with sound generally accepted accounting principles, other than liabilities incurred in the ordinary course of business practice or described in Schedule 4.5(d), and reflect neither the Company nor any Seller has knowledge of any basis for the assertion of any such liability or obligation. (e) Since December 31, 1997, there has been no material adverse change in all material respects the transactions entered into by Seller. The Financial Statements accurately and fairly present the consolidated and non-consolidated financial position and position, assets, liabilities, results of operations of Seller at the dates and for the periods indicated therein and are consistent with the books and records of Seller. (b) Except as described in Section 5.14(b) or business of the Disclosure Schedule, Seller does not have Company or any Liabilities other than those Liabilities: (i) which are set forth or reserved for in Subsidiary. To the Financial Statements; (ii) which have arisen after the date knowledge of the Financial Statements in the Ordinary Course and are characterized as Current Liabilities as of the Closing Date that will be, in accordance with the Joint Issues and Reverse Earn Out Payment Agreement, fully reflected or reserved for in the Final Closing Balance Sheet Sellers and the calculation of Net Working Capital of the Business Company and Subsidiaries as of the Closing Date; (iii) , there are no pending or proposed statutes, rules or regulations, nor any current or pending developments or circumstances, which constitute Assumed Employee Liabilities that would have arisen after a material adverse effect on the date financial position, assets, liabilities, results of operations or business of the Financial Statements in Company or any Subsidiary. (f) The Net Commission Revenue of the Ordinary Course; or (iv) arising under or pursuant Company and the Subsidiaries for the year ended December 31, 1997, was $9,494,678, and Sellers have furnished a schedule to Buyer setting forth the Transferred Contracts (but not Liabilities that result from, arise out computation of or are attributable to, any breach of any such Transferred Contract prior to Closing)Net Commission Revenue.

Financial Statements and Related Matters. (a) Section 5.14(a) of the Disclosure Schedule contains accurate The Company has furnished Parent and Merger Sub with correct and complete copies of (i) the unaudited consolidated and non-consolidated reviewed balance sheet of the Company and statement the Company Subsidiaries as of October 31, 2012 (the “Latest Balance Sheet”), and the related unaudited consolidated statements of income and cash flow flows of Seller as of the Company and the Company Subsidiaries for the years ten (10) months ended August October 31, 2015 (the “Most Recent Fiscal Year End”) and August 31, 2014 (collectively, the “Year End Financial Statements”) and for the 4 months ended December 31, 2015 2012 (the “Interim Financial Statements,”) and (ii) the audited consolidated balance sheet of the Company and the Company Subsidiaries as of December 31, 2010 and December 31, 2011, and the related consolidated statements of operations, stockholders’ equity and comprehensive income (loss) and cash flows of the Company and the Company Subsidiaries for the fiscal years ended December 31, 2010 and December 31, 2011, including all notes thereto, and the report on such audited information by BDO USA, LLP (the “Audited Financial Statements” and and, together with the Year End Interim Financial Statements, the “Financial Statements”). The Except as set forth on Section 3.06 of the Company Disclosure Schedule or as disclosed in any of the Financial Statements, such Financial Statements have been prepared based upon the information concerning the Company and the Company Subsidiaries contained in the Company’s and the Company Subsidiaries’ books and records (which, in turn, are accurate and complete in all material respects), and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Company and the Company Subsidiaries (taken as a whole) as of the times and for the periods referred to therein in accordance with ASPE U.S. GAAP (except as disclosed in applied on a consistent basis with the footnotes), except forCompany’s Accounting Practices and Procedures) (subject, in the case of the Interim Financial Statements, (1) to any normal recurring year-end or interim adjustments that are not material (audit or otherwise) and (2) the omission absence of footnote disclosure required by ASPE. The books and records of Seller have been maintained in accordance with sound business practice and reflect in all material respects the transactions entered into by Seller. The Financial Statements accurately and fairly present the consolidated and non-consolidated financial position and results of operations of Seller at the dates and for the periods indicated therein and are consistent with the books and records of Sellerdisclosures). (b) All Indebtedness of the Company or any of the Company Subsidiaries is included in the Repaid Indebtedness Schedule. (c) Except as described in set forth on Section 5.14(b3.06(c) of the Company Disclosure Schedule, Seller does not have neither the Company nor any Liabilities other than those Liabilities: of the Company Subsidiaries has any material liabilities of a nature that would be required by U.S. GAAP to be reflected on a consolidated balance sheet of the Company prepared in accordance with U.S. GAAP (applied on a basis consistent with the Company’s Accounting Practices and Procedures) except for (i) which are set forth liabilities reflected in, reserved or reserved for accrued against or otherwise disclosed in or on any of the Interim Financial Statements; Statements (including any notes thereto), (ii) which have arisen after liabilities incurred since the date of the Financial Statements Latest Balance Sheet in the Ordinary Course and are characterized as Current Liabilities as ordinary course of the Closing Date that will bebusiness consistent with past practice, in accordance with the Joint Issues and Reverse Earn Out Payment Agreement, fully reflected or reserved for in the Final Closing Balance Sheet and the calculation of Net Working Capital of the Business as of the Closing Date; (iii) which constitute Assumed Employee Liabilities that have arisen after the date of the Financial Statements liabilities incurred in the Ordinary Course; connection with, or (iv) arising under or pursuant to the Transferred Contracts (but not Liabilities that result from, arise out of or are attributable to, this Agreement and/or any breach of the transactions contemplated hereby, (iv) liabilities to be included in (or for which a reserve or accrual is to be included in) the computation of the Working Capital, the Company Transaction Expenses, and/or the Repaid Indebtedness, (v) liabilities otherwise disclosed (or within any materiality threshold contained in any other representation or warranty) in this Agreement or the Company Disclosure Schedule, or (vi) liabilities between or among the Company and/or any of the Company Subsidiaries. (d) The auditors of the Company and the Company Subsidiaries have not informed the Company or any such Transferred Contract prior to Closing)Company Subsidiary of (x) any significant deficiency or material weakness in the system of internal control over financial accounting utilized by the Company or any of the Company Subsidiaries or (y) any fraud, whether or not material, that involves the Company’s or any of the Company Subsidiaries’ management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or any of the Company Subsidiaries.

Financial Statements and Related Matters. (a) Section 5.14(a) The Company has made available to Parent a true and complete copy of the Disclosure Schedule contains accurate and complete copies of the consolidated and non-consolidated reviewed balance sheet and statement of income and cash flow of Seller as of and for the years ended August 31, 2015 (the “Most Recent Fiscal Year End”) and August 31, 2014 following financial statements (collectively, the “Year End Company Financial Statements”): (i) the audited consolidated balance sheets of Centauri Equity Holdings, LLC and for the 4 months ended its direct and indirect subsidiaries as of December 31, 2015 2017 and Centauri Group Holdings, LLC and its direct and indirect Subsidiaries as of December 31, 2018 and December 31, 2019, and the related consolidated statements of operations, consolidated statements of changes in members’ equity and consolidated statements of cash flows for the fiscal years then ended; and (ii) an unaudited consolidated balance sheet of the Group Companies as of June 30, 2020, and the related unaudited statements of operations and cash flows of the Group Companies for the six (6)-month period then ended. June 30, 2020 shall be referred to herein as the “Interim Financial Statements,” Balance Sheet Date”, and together with the Year End Financial Statements, balance sheet of the Group Companies as of such date shall be referred to herein as the “Financial StatementsBalance Sheet”). . (b) The Company Financial Statements have been prepared in accordance with ASPE (except as disclosed in the footnotes)GAAP applied on a consistent basis and present fairly, except for, in the case of the Interim Financial Statements, (1) normal recurring year-end adjustments that are not material and (2) the omission of footnote disclosure required by ASPE. The books and records of Seller have been maintained in accordance with sound business practice and reflect in all material respects the transactions entered into by Seller. The Financial Statements accurately and fairly present respects, the consolidated and non-consolidated financial position condition and results of operations of Seller at the Group Companies as of the dates and for the periods indicated therein except, in each case, as disclosed therein or as set forth on Section 3.5(b) of the Company Disclosure Schedule, and, in the case of the unaudited Company Financial Statements, (i) that such Company Financial Statements may be subject to normal year-end adjustments and (ii) for the absence of notes thereto throughout the periods covered thereby, none of which are consistent with individually or in the books and records of Selleraggregate material. (bc) The Group Companies maintain a system of internal controls over financial reporting which is designed to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial information in conformity with GAAP, (ii) that receipts and expenditures are executed in accordance with the authorization of management, (iii) that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Group Companies and (iv) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the assets of the Group Companies. Except as described in set forth on Section 5.14(b3.5(c) of the Company Disclosure Schedule, Seller does neither the Company nor, to the Knowledge of the Company, the Company’s independent accountants, have, since January 1, 2015, identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Group Companies; (B) any illegal act or fraud, whether or not have material, that involves the management of the Group Companies; or (C) any Liabilities other claim or allegation regarding any of the foregoing. The Group Companies do not maintain off-the-book accounts or more than those Liabilities: one set of books, records, or accounts. (d) All of the accounts receivable owing to the Group Companies (i) which are set forth constitute valid claims arising from bona fide transactions for goods sold or reserved for in the Financial Statements; (ii) which have arisen after the date of the Financial Statements services performed in the Ordinary Course and are characterized as Current Liabilities as of Business, (ii) to the Knowledge of the Closing Date that will beCompany, are not subject to setoffs or counterclaims in any material amount, and (iii) are subject to reserves calculated in accordance with the Joint Issues and Reverse Earn Out Payment AgreementGAAP. There has been no written notice of any claims, fully reflected refusals to pay or reserved for in the Final Closing Balance Sheet and the calculation other claimed rights of Net Working Capital of the Business as of the Closing Date; (iii) which constitute Assumed Employee Liabilities that have arisen after the date of the Financial Statements set off against any thereof other than in the Ordinary Course; Course of Business. To the Knowledge of the Company, no account debtor is insolvent or bankrupt, and no account receivable is pledged to any third party. To the Knowledge of the Company, no account debtor intends not to (ivbased on COVID-19 or otherwise) arising under or pursuant to the Transferred Contracts pay any material accounts receivable within ninety (but not Liabilities that result from, arise out 90) days of or are attributable to, any breach of any such Transferred Contract prior to Closing)invoice.

Financial Statements and Related Matters. (a) Section 5.14(a) Schedule 3.05 of the Disclosure Schedule contains accurate Schedules sets forth true, correct, and complete copies of the consolidated and non-consolidated reviewed balance sheet and statement of income and cash flow of Seller as of and for the years ended August 31, 2015 (the “Most Recent Fiscal Year End”) and August 31, 2014 following financial statements (collectively, the “Year End Financial Statements”) and for the 4 months ended December 31, 2015 (the “Interim Financial Statements,” and together with the Year End Financial Statements, the “Financial Statements”): (a) The audited consolidated balance sheet of At World Properties Midco, LLC (“Midco”) and its Subsidiaries as of December 31, 2023 and December 31, 2022, the related consolidated statements of operations, of member’s equity, and of cash flows for the fiscal years then ended, including the related notes; and (b) The unaudited consolidated balance sheet of Midco as of June 30, 2024 (the “Latest Balance Sheet”). The , and the related consolidated statements of operations, of member’s equity, and of cash flows for the six (6)-month period then ended. (c) Each of the Financial Statements (including the notes thereto) have been prepared from the financial book and records of the Company Entities, which books and records have been maintained, in all material respects, in accordance with customary business practices of the Company Entities. Except as set forth on Schedule 3.05 (or with respect to the Latest Balance Sheet, the absence of notes (none of which if presented will materially differ from the year-end Financial Statements) and normal and recurring year-end adjustments (none of which will be material, individually or in the aggregate)), the Financial Statements presents fairly, in all material respects, the financial condition of Midco and its consolidated Subsidiaries on a consolidated basis as of the dates thereof and for the periods covered thereby and have been prepared in accordance with ASPE (except as disclosed in GAAP, consistently applied throughout the footnotes), except forperiods covered thereby and, in the case of the Interim audited Financial StatementsStatements delivered pursuant to clause (a) above, audited pursuant to the standards set forth by the American Institute of Certified Public Accountants (1) normal recurring year-end adjustments as applicable to financial statements of acquired companies that are not non-public entities) and accompanied by an independent auditors’ report. (d) No Company Entity is a party to, nor does any Company Entity have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or any off-balance sheet arrangements where the purpose or intended effect of such contract is to avoid disclosure of any transaction involving, or liabilities of, such Company Entity in the Financial Statements of such Company Entity. (e) The Company Entities have implemented (i) disclosure controls and procedures designed to ensure that material information is made known to the management of the Company and (2ii) internal controls designed to ensure that the omission operations of footnote disclosure required by ASPE. The books and records of Seller have been maintained the Company Entities are conducted in accordance with sound business practice the specific and reflect in all material respects general instructions of management. Since the transactions entered into by Seller. The Financial Statements accurately and fairly present the consolidated and non-consolidated financial position and results of operations of Seller at the dates and for the periods indicated therein and are consistent with the books and records of Seller. (b) Except as described in Section 5.14(b) of the Disclosure ScheduleLookback Date, Seller does not have there has been no written claim asserting any Liabilities other than those Liabilities: (i) which are set forth or reserved for fraud by any employee of the Company Entities in relation to the Financial Statements; (ii) which have arisen after the date preparation of the Financial Statements or (ii) “significant deficiency” or “material weakness” in the Ordinary Course and are characterized as Current Liabilities as internal controls over financing reporting of the Closing Date that will be, in accordance with the Joint Issues and Reverse Earn Out Payment Agreement, fully reflected or reserved for in the Final Closing Balance Sheet and the calculation of Net Working Capital of the Business as of the Closing Date; (iii) which constitute Assumed Employee Liabilities that have arisen after the date of the Financial Statements in the Ordinary Course; or (iv) arising under or pursuant to the Transferred Contracts (but not Liabilities that result from, arise out of or are attributable to, any breach of any such Transferred Contract prior to Closing)Company.

Financial Statements and Related Matters. (a) Section 5.14(a) Seller has delivered to Buyer the audited balance sheets of the Disclosure Schedule contains accurate Business as at December 31, 2006, 2005, and complete copies 2004, and the balance sheet of the consolidated and non-consolidated reviewed balance sheet and statement Business as at September 30, 2007 (the “Interim Balance Sheet”) (collectively, including the notes thereto, the “Balance Sheets”), the related audited statements of income and cash flow of Seller as of and for the years ended August 31, 2015 (the “Most Recent Fiscal Year End”) and August 31, 2014 (collectively, the “Year End Financial Statements”) and for the 4 months ended December 31, 2015 2006, 2005, and 2004, and the related reviewed statements of income and cash flow for the nine month period ended September 30, 2007 (the “Interim Financial Statements,” and together with the Year End Financial Statements, the “Financial Statements”). The Financial Statements have accurately and fairly reflect the business, assets, liabilities, financial condition, cash flow, and results of operations of the Business as at the respective dates thereof and for the periods therein referred to. Each of the Financial Statements has been prepared in accordance with ASPE (except as disclosed in the footnotes), except forGAAP subject, in the case of the Interim interim Financial Statements, (1) to normal recurring year-end adjustments that are not material and (2) the omission of footnote disclosure required by ASPE. The books and records of Seller have been maintained in accordance with sound business practice and reflect in all material respects the transactions entered into by Seller. The Financial Statements accurately and fairly present the consolidated and non-consolidated financial position and results of operations of Seller at the dates and for the periods indicated therein and are consistent with the books and records of Sellerfootnotes. (b) Except as described in Section 5.14(b) The Balance Sheets reflect all liabilities of the Disclosure ScheduleBusiness, Seller does whether absolute, accrued or contingent, as of the respective dates thereof of the type required to be reflected or disclosed in a balance sheet (or the notes thereto) prepared in accordance with GAAP. The Business has no material liabilities or obligations of any nature, absolute, accrued or contingent, matured or unmatured, known or unknown, including any capital lease obligations, Tax liabilities, tort claims, or other litigation that are not have any Liabilities reflected on the Interim Balance Sheet, other than those Liabilities: (i) which are set forth or reserved for in the Financial Statements; (ii) which have arisen after current liabilities incurred since the date of the Financial Statements thereof in the Ordinary Course of Business and that are characterized as Current Liabilities as neither material in amount nor inconsistent with any of the Closing Date that will be, representations and warranties contained in accordance with this Agreement. There is no basis for the Joint Issues and Reverse Earn Out Payment Agreement, assertion against the Business of any material liability (other than current liabilities referred to above) not fully reflected or reserved for against in the Final Closing Balance Sheet Sheets. (c) The Balance Sheets reflect reserves or other appropriate provisions at least equal to reasonably anticipated liabilities, losses, and the calculation of Net Working Capital expenses of the Business as of the Closing Date; respective dates thereof, whether or not required to be disclosed by GAAP, including those with respect to income and other Taxes, warranty claims, bad debts, unsaleable inventories, salaries, vacation pay, and plans and programs (iiiincluding medical and other benefits programs) which constitute Assumed Employee Liabilities that have arisen after for the date benefit of the Financial Statements in the Ordinary Course; or (iv) arising under or pursuant to the Transferred Contracts (but not Liabilities that result from, arise out of or are attributable to, any breach of any such Transferred Contract prior to Closing)present and former employees.

Financial Statements and Related Matters. (a) Section 5.14(a) of the Disclosure Schedule contains accurate The Company has delivered to Parent and MergerCo true and complete copies of the following financial statements, copies of which are attached hereto as Schedule 4.5(a) (collectively, the "Financial Statements"): (i) Audited consolidated balance sheets of the Company and non-its Subsidiaries as of December 31, 2003 and December 31, 2004 and consolidated reviewed statements of income and retained earnings and consolidated statements of cash flows for each of the years then ended; (ii) An unaudited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2005 (the "Base Balance Sheet"); and (iii) An unaudited consolidated statement of income and unaudited statement of cash flow flows of Seller as of the Company and its Subsidiaries for the years ended August 31, 2015 (the “Most Recent Fiscal Year End”) and August 31, 2014 (collectively, the “Year End Financial Statements”) and for the 4 months twelve-month period ended December 31, 2015 (2005. Subject to the “Interim Financial Statements,” absence of footnotes and together year-end audit adjustments with the Year End respect to any unaudited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with ASPE (except as disclosed GAAP consistently applied and present fairly in all material respects the footnotes), except for, in the case consolidated financial condition of the Interim Financial Statements, (1) normal recurring year-end adjustments that are not material Company and (2) consolidated results of the omission of footnote disclosure required by ASPECompany's operations at and for the periods presented. The books and records of Seller the Company and its Subsidiaries have been maintained in accordance with sound business practice GAAP and, in all material respects, all Applicable Laws. The Company and reflect its Subsidiaries maintain in all material respects internal controls over financial reporting to provide reasonable assurance regarding the transactions entered into by Seller. The Financial Statements reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures that (A) pertain to the maintenance of records that in reasonable detail accurately and fairly present reflect the consolidated transactions and non-consolidated dispositions of the assets of the Company and its Subsidiaries, (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial position statements in accordance with GAAP, and results that receipts and expenditures of operations the Company and its Subsidiaries are being made only in accordance with authorizations of Seller at management and directors of the dates Company and for its Subsidiaries and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the periods indicated therein assets of the Company and are consistent with its Subsidiaries that could have a material effect on the books and records of Sellerfinancial statements. (b) Except as described in Section 5.14(bNeither the Company nor any Subsidiary has or is subject to any Indebtedness, obligations or liabilities of any kind (whether known, unknown, absolute, accrued, contingent or otherwise) of the Disclosure Schedule, Seller does not have any Liabilities other than those Liabilities: (i) which are set forth fully reflected in or reserved for against in the Financial Statements; Base Balance Sheet, (ii) which have arisen after immaterial to the date Company or any Subsidiary and incurred in the ordinary course of business since December 31, 2005 not in violation of this Agreement, or (iii) set forth on Schedule 4.5(b). (c) Upon consummation of the Financial Statements Merger, MergerCo will own, possess, have a valid license to, have a valid lease in or otherwise have the Ordinary Course and are characterized as Current Liabilities as right to use all of the Closing Date that will beContracts, in accordance with books and records, rights, properties and assets (including all Intellectual Property and other intangible assets) necessary to conduct the Joint Issues and Reverse Earn Out Payment Agreement, fully reflected or reserved for in the Final Closing Balance Sheet and the calculation of Net Working Capital business of the Business Company and its Subsidiaries in all material respects as of currently conducted and as the same will be conducted on the Closing Date; . (iiid) which constitute Assumed Employee Liabilities that have arisen after the date The carry-over backlog of the Financial Statements in the Ordinary Course; or (iv) arising under or pursuant to the Transferred Contracts (but not Liabilities that result fromCompany and its Subsidiaries as of December 31, arise out of or are attributable to, any breach of any such Transferred Contract prior to Closing)2005 was $1,904,218.

Financial Statements and Related Matters. (a) Section 5.14(a) of Attached hereto as Schedule 5.8 are the Disclosure Schedule contains accurate and complete copies of the consolidated and non-consolidated reviewed unaudited balance sheet and statement of income and cash flow sheets of Seller as of May 31, 1996 and September 30, 1996 (the "Interim Balance Sheet Date") and the unaudited income statements of Seller for the years year ended August May 31, 2015 (1996 and the “Most Recent Fiscal Year End”) and August 31, 2014 four-month period ended on the Interim Balance Sheet Date (collectively, the “Year End "Financial Statements”) and for the 4 months ended December 31, 2015 (the “Interim Financial Statements,” and together with the Year End Financial Statements, the “Financial Statements”"). The Financial Statements have been prepared in accordance with ASPE (except as disclosed in generally accepted accounting principles consistently applied throughout the footnotes)periods covered by such statements, except forare true, in the case of the Interim Financial Statements, (1) normal recurring year-end adjustments that are not material correct and (2) the omission of footnote disclosure required by ASPE. The books and records of Seller have been maintained in accordance with sound business practice and reflect complete in all material respects the transactions entered into by Seller. The Financial Statements accurately and fairly present the consolidated and non-consolidated financial position and results of operations of Seller at the dates and for the periods indicated therein and in accordance with generally accepted accounting principles, are consistent in accordance with the books and records of Seller, and present fairly, in accordance with generally accepted accounting principles consistently applied, the financial position of Seller on the dates as of which such statements are presented and the results of operations of Seller for each of the periods covered by such statements, subject to normal audit adjustments and the absence of footnotes normally associated with audited financial statements. The statements of operations included in the Financial Statements do not contain any material items of special or non-recurring income or other income not earned in the ordinary course of business of the Seller except as expressly specified therein. The balance sheet dated as of September 30, 1996 included in the Financial Statements is sometimes referred to herein as the "Interim Balance Sheet". (b) Except as described in Section 5.14(b) of the Disclosure Schedule, Seller does not have any Liabilities other than those Liabilities: (i) which are set forth or reserved for in the Financial Statements; (ii) which have arisen after the date of the Financial Statements in the Ordinary Course and are characterized as Current Liabilities as of the Closing Date that will be, in accordance with the Joint Issues and Reverse Earn Out Payment Agreement, fully reflected or reserved for in the Final Closing Balance Sheet and the calculation of Net Working Capital The inventory of the Business consists of raw materials and supplies, manufactured and purchased parts, goods in process, and finished goods, all of which is merchantable and fit for the purpose for which it was procured or manufactured, and none of which is slow-moving, obsolete, damaged, or defective, except as set forth on Schedule 5.8. (c) All properties and tangible assets reflected in the Interim Balance Sheet have a fair market or realizable value at least equal to the value thereof as reflected therein. (d) The books, records, and accounts of Seller accurately and fairly reflect, in reasonable detail, the transactions and their assets and liabilities. Neither Seller nor any of its Affiliates has engaged in any transaction with respect to the Business, maintained any bank account for the Business or used any of its funds in the conduct of the Closing Date; (iii) Business except for transactions, bank accounts and funds which constitute Assumed Employee Liabilities that have arisen after the date of the Financial Statements been and are reflected in the Ordinary Course; or (iv) arising under or pursuant to the Transferred Contracts (but not Liabilities that result from, arise out of or are attributable to, any breach of any such Transferred Contract prior to Closing)its normally maintained books and records.

Financial Statements and Related Matters. (a) Section 5.14(a) of the Disclosure Attached hereto as Schedule contains accurate and complete 4.6 are copies of the consolidated and non-consolidated reviewed Company’s (i) unaudited balance sheet as of February 28, 2010 (the “Latest Balance Sheet”) and statement the related statements of income and cash flow of Seller as of and flows for the years ended August 31, 2015 two (the “Most Recent Fiscal Year End”2) month period then ended; and August 31, 2014 (collectively, the “Year End Financial Statements”ii) audited balance sheets and statements of income and cash flows for the 4 months fiscal years ended December 31, 2015 2007, 2008 and 2009. Each of the foregoing financial statements (including in all cases the “Interim Financial Statements,” and together with the Year End Financial Statementsnotes thereto, if any) (collectively the “Financial Statements”) is accurate and complete, is consistent with the Company’s books and records (which, in turn, are accurate and complete and maintained in accordance with GAAP). The Financial Statements have , presents fairly the Company’s financial condition and results of operations as of the times and for the periods referred to therein, and has been prepared in accordance with ASPE (except as disclosed in the footnotes)GAAP, except for, subject in the case of the Interim Financial Statements, (1) unaudited financial statements to changes resulting from normal recurring year-end adjustments that for recurring accruals (which shall not be material individually or in the aggregate) and to footnote disclosure. Except as separately identified in Schedule 4.6, there are not material and (2) no special or nonrecurring items of income or expense during the omission of footnote disclosure required periods covered by ASPEthe Financial Statements. The books accounts and records of Seller have been maintained in accordance with sound business practice and reflect in all material respects the transactions entered into by Seller. The Financial Statements accurately and fairly present the consolidated and non-consolidated financial position and results of operations of Seller at the dates and for the periods indicated therein and are consistent with the books and records of Seller. (b) Except as described in Section 5.14(b) notes receivable of the Disclosure Schedule, Seller does not have any Liabilities other than those LiabilitiesCompany reflected on the Latest Balance Sheet: (i) which are set forth or reserved for arose from bona fide sales transactions in the Financial Statements; ordinary course of business and are payable on ordinary trade terms, (ii) which have arisen after the date are legal, valid and binding obligations of the Financial Statements in the Ordinary Course and are characterized as Current Liabilities as of the Closing Date that will be, respective debtors enforceable in accordance with the Joint Issues their terms, except as such may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting creditors rights generally, and Reverse Earn Out Payment Agreementby general equitable principles, fully reflected or reserved for in the Final Closing Balance Sheet and the calculation of Net Working Capital of the Business as of the Closing Date; (iii) which constitute Assumed Employee Liabilities that have arisen after are not subject to any valid set-off or counterclaim except to the date of the Financial Statements extent set forth in the Ordinary Course; or Latest Balance Sheet, (iv) arising under do not represent obligations for goods sold on consignment, on approval or pursuant on a sale-or-return basis or subject to any other repurchase or return arrangement, (v) are collectible in the Transferred Contracts (but not Liabilities that result fromordinary course of business consistent with past practice in the aggregate recorded amounts thereof, arise out of or are attributable to, any breach net of any such Transferred Contract prior applicable reserve reflected in the Latest Balance Sheet, and (vi) are not the subject of any actions or proceedings brought by or on behalf of the Company. The transactions of the Company are executed with management’s authorization, are recorded as necessary to Closing)permit preparation of financial statements in accordance with GAAP, access to its assets is permitted only in accordance with management’s authorization, and the recorded accountability for its assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

Financial Statements and Related Matters. (a) Section 5.14(a2.8(a) of the Disclosure Schedule contains accurate and complete attaches copies of the consolidated and non-consolidated reviewed balance sheet and statement of income and cash flow of Seller as of and for the years ended August 31, 2015 (the “Most Recent Fiscal Year End”) and August 31, 2014 following financial statements (collectively, the “Year End Financial Statements”): (i) audited consolidated balance sheets and related statements of income, stockholders’ equity, and cash flows for the 4 months Company and its Subsidiaries for each of the fiscal years ended December March 31, 2015 2016, March 31, 2017, and March 31, 2018, and (ii) unaudited consolidated balance sheets and related statements of income, stockholders’ equity, and cash flows of the Company and its Subsidiaries for each of the fiscal quarters ended June 30, 2018 and September 30, 2018 (the “Interim Financial Statements,” and together with financial statements for the Year End Financial Statementsfiscal quarter ended September 30, 2018, being the “Most Recent Financial Statements”). The Financial Statements have been prepared from the respective books and records of the Company and its Subsidiaries, are correct and complete in accordance with ASPE (all material respects, and except as disclosed in the footnotes), except for, in the case set forth on Section 2.8(a) of the Interim Disclosure Schedule with respect to the Most Recent Financial Statements, (1have been prepared using GAAP applied on a consistent basis throughout the periods covered thereby, and present fairly in all material respects the financial condition of the Company and its Subsidiaries as of such dates and the results of operations of the Company and its Subsidiaries for such periods, subject to the absence of footnote disclosures, none of which, if presented, except as set forth on Section 2.8(a) of the Disclosure Schedule with respect to the Most Recent Financial Statements, would materially differ from those presented in the Audited Financial Statements and normal and recurring year-end adjustments that which are not material and (2) individually or in the omission of footnote disclosure required by ASPE. The books and records of Seller have been maintained in accordance with sound business practice and reflect in all material respects the transactions entered into by Seller. The Financial Statements accurately and fairly present the consolidated and non-consolidated financial position and results of operations of Seller at the dates and for the periods indicated therein and are consistent with the books and records of Selleraggregate. (b) Except The Company has devised and maintained systems of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with the appropriate officer’s general or specific authorization, (i) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain proper accountability for items, (iii) access to the property and assets of the Company and its Subsidiaries is permitted in accordance with management’s general or specific authorization, and (iv) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differences. Since March 31, 2015, no director, manager, or officer of the Company or any of its Subsidiaries or, to the Knowledge of the Company, auditor or accountant thereof, has received or otherwise had or obtained knowledge of (A) any “material weakness” or “significant deficiency” regarding the accounting or auditing practices, procedures, or methods of the Company or any of its Subsidiaries or their respective internal controls over financial reporting or (B) any fraud that involves any director, manager, or officer of the Company or any of its Subsidiaries. (c) The Company does not have any Indebtedness except as described in Section 5.14(b2.8(c) of the Disclosure Schedule, Seller does and as of the Closing after giving effect to the transactions contemplated hereby, the Company will not have any Liabilities Indebtedness other than those Liabilities: Indebtedness that has been incurred at the direction and authorization of the Parent or its Affiliates. (d) To the Company’s Knowledge, the Company has no material Liability which is required under GAAP to be set forth on the face of the balance sheet included in the Most Recent Financial Statements or the notes thereto and is not so set forth, except for (i) which are set forth or reserved for in the Financial Statements; (ii) Liabilities which have arisen after the date of the Most Recent Financial Statements in the Ordinary Course and are characterized as Current Liabilities as Course, including obligations arising under Material Contracts identified in Section 2.13 of the Disclosure Schedule or under Contracts and commitments entered into in the Ordinary Course which are not required to be disclosed in Section 2.13 of the Disclosure Schedule pursuant to Section 2.13 (but not Liabilities for any breach of any such Contract occurring on or prior to the Closing Date Date); (ii) Liabilities that will be, in accordance with the Joint Issues and Reverse Earn Out Payment Agreement, fully are reflected or reserved for in the Final Closing Balance Sheet and the calculation of Net Working Capital of the Business as of the Closing Date; (iii) which constitute Assumed Employee Liabilities that have arisen after the date of the Financial Statements in the Ordinary CourseIndebtedness or Transaction Expenses; or (ivii) arising under or pursuant to that are otherwise disclosed in the Transferred Contracts (but not Liabilities that result from, arise out of or are attributable to, any breach of any such Transferred Contract prior to Closing)Disclosure Schedule hereto.

Financial Statements and Related Matters. (a) Section 5.14(aThe Financial Statements Schedule attached hereto consists of: (i) of the Disclosure Schedule contains accurate and complete copies of the Company’s unaudited consolidated and non-consolidated reviewed balance sheet as of March 31, 2013 (the “Latest Balance Sheet”) and the related unaudited consolidated statement of income and cash flow of Seller as of and flows for the years three-month period then ended August 31, 2015 (the “Most Recent Fiscal Year End”) Latest Statement of Income and August 31, 2014 (collectivelyCash Flows” and together with the Latest Balance Sheet, the “Year End Unaudited Financial Statements”) and for (ii) the 4 months ended Company’s audited consolidated balance sheets as of December 31, 2015 2010, 2011 and 2012, and the related audited consolidated statements of income, cash flows and members’ equity for each of the twelve-month periods then ended (the “Interim Audited Financial Statements,” and together with the Year End Unaudited Financial Statements, the “Financial Statements”). The Except as set forth on the attached Financial Statements Schedule, the Financial Statements have been prepared in accordance with ASPE GAAP (except as disclosed in the footnotes), except for, subject in the case of the Interim Unaudited Financial Statements, (1) normal recurring Statements to the absence of footnote disclosures and year-end adjustments that are not material adjustments), consistently applied, and (2) the omission of footnote disclosure required by ASPE. The books and records of Seller have been maintained in accordance with sound business practice and reflect present fairly in all material respects the transactions entered into by Seller. The Financial Statements accurately and fairly present the consolidated and non-consolidated financial position and condition, results of operations and cash flows of Seller at the dates Company and its Subsidiaries (taken as a whole) as of the times and for the periods indicated therein referred to therein. Neither the Company nor any of its Subsidiaries has any liabilities or obligations that would be required by GAAP to be reflected or reserved against in a consolidated balance sheet, other than liabilities and are consistent obligations (x) included or disclosed in the Financial Statements, (y) incurred in the Ordinary Course of Business since the date of the Latest Balance Sheet (none of which is a liability or obligation for breach of contract, breach of warranty, tort or infringement or a claim or lawsuit or an environmental liability) or (z) incurred directly in connection with this Agreement or the books and records of Sellertransactions contemplated hereby. (b) The Company and its Subsidiaries have established and maintain a system of internal accounting controls which it believes is sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any auditor, accountant or representative of the Company or its Subsidiaries has received any adverse written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its Subsidiaries or their respective accounting controls. (c) Except as described in Section 5.14(b) set forth on the Accounts Receivable Schedule, all accounts receivable of the Disclosure Schedule, Seller does not have any Liabilities other than those Liabilities: (i) which Company and its Subsidiaries that are set forth or reserved for in reflected on the Financial Statements; (ii) which have arisen after the date Latest Balance Sheet of the Financial Statements in the Ordinary Course and are characterized as Current Liabilities Company or its Subsidiaries as of the Closing Date that (collectively, the “Accounts Receivable”) represent or will berepresent valid obligations arising from bona fide sales actually made or services actually performed in the Ordinary Course of Business, and the goods and services involved have been sold, delivered and performed to the account obligors, and no further goods are required by the Company or any Subsidiary thereof to be provided and no further services are required to be rendered by the Company or any Subsidiary thereof in order to entitle the Company or the applicable Subsidiary thereof to seek collection of such accounts receivable. Except as set forth on the Accounts Receivable Schedule, (i) the Accounts Receivable have not been assigned or pledged to any other Person, and (ii) unless paid prior to the Closing Date, the Accounts Receivable are subject to no valid counterclaims, deductions, credits, setoffs or other offsets, other than as set forth in the Company’s and its Subsidiaries’ books and records. (d) Except as set forth on the Inventory Schedule, the Company’s and its Subsidiaries’ inventory, net of the reserves applicable to such inventory specifically included in the Company’s and its Subsidiaries’ books and records, consists of a quantity and quality which, except as reflected in such reserves, (i) is properly reflected on the Company’s and its Subsidiaries’ books and records in accordance with GAAP (subject to the Joint Issues absence of footnote disclosures and Reverse Earn Out Payment Agreementyear-end adjustments), fully reflected or reserved for (ii) is usable and, with respect to finished goods, saleable in the Final Closing Balance Sheet Ordinary Course of Business without rework or discount, and the calculation of Net Working Capital of the Business as of the Closing Date; (iii) which constitute Assumed Employee Liabilities that have arisen after the date items of such inventory are not damaged, defective, slow-moving or obsolete. Except as set forth on the Financial Statements in Inventory Schedule, the Ordinary Course; or Company and its Subsidiaries has good title to such inventory, free and clear of all Liens, except for Permitted Liens. (ive) arising under or pursuant Neither the Company nor any of its Subsidiaries is a party to, nor has any commitment to the Transferred Contracts (but not Liabilities that result from, arise out of or are attributable become a party to, any breach joint venture, off-balance sheet partnership or any similar contract (including any contract relating to any transaction or relationship between the Company or any of its Subsidiaries, on the one hand, and any such Transferred Contract prior to Closingunconsolidated Affiliate of the Company or any of its Subsidiaries, including any structured finance or special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the Securities Exchange Commission)).

Financial Statements and Related Matters. (a) Section 5.14(aBYBK has delivered or made available to OLB the BYBK Financials, except those pertaining to annual and quarterly periods ending on or after September 30, 2017 and monthly periods commencing after June 30, 2017, which it will deliver or make available by each respective delivery date as required by this Agreement. The BYBK Financials with respect to periods ending prior to the date of this Agreement (i) of the Disclosure Schedule contains are true, accurate and complete copies in all material respects, and have been prepared from, and are in accordance with, the Books and Records of BYBK and the BYBK Subsidiaries and (ii) fairly present, in all material respects, the consolidated and non-consolidated reviewed balance sheet and statement financial position, results of income operations, changes in stockholders’ equity and cash flow flows of Seller BYBK as of and for the years periods ended August 31, 2015 (on the “Most Recent Fiscal Year End”) and August 31, 2014 (collectively, the “Year End Financial Statements”) and for the 4 months ended December 31, 2015 (the “Interim Financial Statements,” and together with the Year End Financial Statements, the “Financial Statements”)dates thereof. The Financial Statements BYBK Financials with respect to periods ended prior to the date of this Agreement comply in all material respects with applicable accounting and regulatory requirements and, other than the Internal BYBK Financials, have been prepared in accordance with ASPE GAAP consistently applied, except for (except i) omission of the notes from the financial statements, applicable to any interim period, and (ii) with respect to any interim period, normal year-end adjustments and notes thereto. (b) BYBK did not, as of the date of the BYBK Financials or any subsequent date, have any liabilities, obligations or loss contingencies of any nature, whether absolute, accrued, contingent or otherwise, that are not fully reflected or reserved against in the balance sheets included in the BYBK Financials at the date of such balance sheets that would have been required to be reflected therein in accordance with GAAP consistently applied or fully disclosed in the footnotes)a note thereto, except forfor liabilities, obligations and loss contingencies that are not material in the aggregate and that are incurred in the Ordinary Course, and except for liabilities, obligations and loss contingencies that are within the subject matter of a specific representation and warranty herein or that have not had a Material Adverse Effect and subject, in the case of the Interim Financial Statementsany unaudited statements, (1) to normal recurring year-end audit adjustments that are not material and (2) the omission absence of footnote disclosure required by ASPE. The books and records of Seller have been maintained in accordance with sound business practice and reflect in all material respects the transactions entered into by Seller. The Financial Statements accurately and fairly present the consolidated and non-consolidated financial position and results of operations of Seller at the dates and for the periods indicated therein and are consistent with the books and records of Sellernotes thereto. (bc) Except as described in Section 5.14(b) of During the Disclosure Schedule, Seller does not have any Liabilities other than those Liabilities: (i) which are set forth or reserved for in periods covered by the Financial Statements; (ii) which have arisen after BYBK Financials with respect to periods ended prior to the date of the Financial Statements in the Ordinary Course this Agreement, BYBK’s independent registered public accounting firm, Xxxxx Xxxxxx Xxxxxxx LLP, was independent of BYBK and are characterized as Current Liabilities as its management. As of the Closing Date date hereof, BYBK’s independent registered public accounting firm, Xxxxx Xxxxxx Xxxxxxx LLP, has not resigned (or informed BYBK that will be, in accordance with the Joint Issues and Reverse Earn Out Payment Agreement, fully reflected it intends to resign) or reserved for in the Final Closing Balance Sheet and the calculation of Net Working Capital of the Business been dismissed as of the Closing Date; (iii) which constitute Assumed Employee Liabilities that have arisen after the date of the Financial Statements in the Ordinary Course; or (iv) arising under or pursuant to the Transferred Contracts (but not Liabilities that a result from, arise out of or are attributable toin connection with any disagreements with BYBK on a matter of accounting principles or practices, any breach of any such Transferred Contract prior to Closing)financial statement disclosure or auditing scope or procedure.

Financial Statements and Related Matters. (a) Section 5.14(a) Copies of the Disclosure Schedule contains accurate unaudited balance sheet as of June 30, 2020 and complete copies profit and loss statement for the twelve-month period then ended of the consolidated and non-consolidated reviewed balance sheet and statement of income and cash flow of Seller as of and for the years ended August 31, 2015 Business (the “Most Recent Fiscal Year End”) and August 31, 2014 (collectively, the “Year End Financial Statements”) and for the 4 months ended December 31, 2015 (the “Interim Financial Statements,” and together with the Year End Financial Statements, the “Financial Statements”) are attached as Schedule 4.3(a)(i). The Financial Statements (and the management accounts on which they are based) have been prepared from and are in accordance with ASPE (except as disclosed in the footnotes), except for, in the case of the Interim Financial Statements, (1) normal recurring year-end adjustments that are not material and (2) the omission of footnote disclosure required by ASPE. The books and records of Seller have been maintained in accordance with sound business practice and reflect in all material respects the transactions entered into by Seller. The Financial Statements fairly and accurately and fairly present the consolidated and non-consolidated financial position and results of operations of Seller at the dates and Business for the periods indicated therein and are consistent with the books and records of Sellerin all material respects, except as set forth in Schedule 4.3(a)(ii). (b) Except as described Seller has established and maintains, adheres to and enforces a system of internal accounting controls that is effective in Section 5.14(b) providing assurance regarding the reliability of financial reporting and the Disclosure Schedulepreparation of financial statements in accordance with GAAP, Seller does not have any Liabilities other than those Liabilitiesincluding policies and procedures to provide reasonable assurance that: (i) which transactions, receipts and expenditures are set forth or reserved for executed only in the Financial Statementsaccordance with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the financial statements in accordance with GAAP and to maintain accountability for the respective assets and liabilities of Seller; and (iii) any unauthorized acquisition, disposition or use of assets is prevented or timely detected. To the Knowledge of Seller, there has not been any fraud, whether or not material, that involves any director, officer or employee of Seller who has a role in Seller’s internal controls over financial reporting. (c) The revenues reflected on the Financial Statements and accounts receivable reflected on the Recent Balance Sheet represent valid and bona fide sales to non-related third parties incurred in the ordinary course of business consistent with past practice and do not include any sales or revenues resulting from transactions with entities associated or affiliated with Seller or abnormal transactions. (d) To the Knowledge of Seller, all accounts receivable included in the Acquired Assets are valid, collectible and not subject to dispute, counterclaims or set-offs, subject only to any reserves set forth in the calculation of Closing Working Capital. (e) To the Knowledge of Seller, other than items for which have arisen after there is a specific reserve, the inventory reflected on the Recent Balance Sheet contained in the Financial Statements is good and saleable in the ordinary course of business, has been stored properly, and is not obsolete or beyond manufacturers’ recommended shelf life for its intended use. Schedule 4.3(e) summarizes the inventory write-downs or write-offs incurred by Seller since January 1, 2019 through the date of the Financial Statements in the Ordinary Course and are characterized as Current Liabilities as of the Closing Date that will be, in accordance with the Joint Issues and Reverse Earn Out Payment Agreement, fully reflected or reserved for in the Final Closing Recent Balance Sheet and the calculation of Net Working Capital of the Business as of the Closing Date; (iii) which constitute Assumed Employee Liabilities that have arisen after the date of the Financial Statements in the Ordinary Course; or (iv) arising under or pursuant to the Transferred Contracts (but not Liabilities that result from, arise out of or are attributable to, any breach of any such Transferred Contract prior to Closing)Sheet.

Financial Statements and Related Matters. (a) Section 5.14(a) of the Disclosure Set forth on Schedule contains accurate and complete 5.5 attached hereto are copies of the Sellers' (i) unaudited consolidated and non-consolidated reviewed consolidating balance sheet as of December 31, 2008 (the "Latest Balance Sheet") and statement the related statements of income and cash flow of Seller as of and flows for the years 12-month period then ended August 31, 2015 and (the “Most Recent Fiscal Year End”ii) audited consolidated and August 31, 2014 (collectively, the “Year End Financial Statements”) consolidating balance sheets and statements of income and cash flows for the 4 months fiscal year ended December 31, 2015 2007. Each of the foregoing financial statements (including the notes thereto, if any) (the “Interim "Financial Statements,” and together ") is consistent with the Year End Financial StatementsBooks and Records (which are accurate and complete), presents fairly each member of the “Financial Statements”). The Financial Statements have Company Group's financial condition and results of operations as of the times and for the periods referred to therein, and has been prepared in accordance with ASPE (except as disclosed in the footnotes)GAAP, except for, subject in the case of the Interim Financial Statements, (1) unaudited financial statements to changes resulting from normal recurring year-end adjustments that are (which shall not be material individually or in the aggregate) and (2) to the omission absence of footnote disclosure required by ASPEdisclosure. The books All of the 13-week cash flow forecasts and records of Seller POR Version 80's that have been maintained previously delivered to or made available to Purchasers and their Affiliate(s) were based upon reasonable assumptions in accordance with sound business practice light of the facts and reflect in all material respects the transactions entered into by Seller. The Financial Statements accurately and fairly present the consolidated and non-consolidated financial position and results of operations of Seller circumstances at the dates time made and for the periods indicated therein and are consistent with the books and records of Sellerwere provided to Purchasers or such Affiliate(s) in good faith. (b) Except Schedule 5.5 sets forth, as described in Section 5.14(b) of December 31, 2008, all of the Disclosure ScheduleForeign Debt. As of the Closing Date, Seller does there will not have be any Indebtedness of any Foreign Subsidiary except as set forth on Schedule 5.5 and except as may be incurred in the Ordinary Course of Business. (c) To the Knowledge of Sellers, no Foreign Subsidiary has any material obligations or material Liabilities other than those Liabilities: arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing, except (i) obligations under Contracts described on Schedule 5.5(c) or under Contracts which are set forth or reserved not required to be disclosed thereon (but not Liabilities for in the Financial Statements; breaches thereof), (ii) Liabilities stated or adequately reserved against in the Liabilities side of the Latest Balance Sheet and (iii) Liabilities which have arisen after the date of the Financial Statements Latest Balance Sheet in the Ordinary Course and are characterized as Current Liabilities as of the Closing Date that will be, Business or otherwise in accordance with the Joint Issues terms and Reverse Earn Out Payment Agreementconditions of this Agreement (none of which is a material Liability for breach of contract, fully reflected breach of warranty, tort or reserved for infringement or a claim or lawsuit or Liability under Environmental Laws). (d) Except as set forth on Schedule 5.5(d), all Accounts Receivable arising from services or sales by any member of the Company Group constitutes a bona fide receivable resulting from a bona fide sale to a customer in the Final Closing Balance Sheet and the calculation Ordinary Course of Net Working Capital Business on commercially reasonable terms. (e) The Inventory of members of the Company Group (i) consists of materials and goods useable or saleable in the Ordinary Course of Business as (taking into account the quantity and quality of the Closing Date; Inventory), (ii) is fit and merchantable for its particular use, and (iii) which constitute Assumed Employee Liabilities that have arisen after the date is valued at lower of cost or market less applicable valuation reserves all in accordance with GAAP. Except as set forth on Schedule 5.5(e), none of the Financial Statements in the Ordinary Course; Inventory is subject to any consignment, bailment, warehousing or (iv) arising under or pursuant to the Transferred Contracts (but not Liabilities that result from, arise out of or are attributable to, any breach of any such Transferred Contract prior to Closing)similar agreement.

Financial Statements and Related Matters. (a) Section 5.14(a) of the Disclosure Schedule contains accurate and complete Company has delivered to Parent copies of (i) the audited consolidated balance sheets of Company and non-its Subsidiaries as at October 31, 2006, 2005 and 2004 and the related audited consolidated reviewed statements of income and of cash flows of Company and its Subsidiaries for the years then ended and (ii) the unaudited consolidated balance sheet of Company and statement its Subsidiaries as at August 4, 2007, and the related consolidated statements of income and cash flow flows of Seller as of Company and its Subsidiaries for the years 9 month period then ended August 31(such audited and unaudited statements, 2015 (including the “Most Recent Fiscal Year End”) related notes and August 31schedules thereto, 2014 (collectively, the “Year End Financial Statements”) and for the 4 months ended December 31, 2015 (the “Interim Financial Statements,” and together with the Year End Financial Statements, are referred to herein as the “Financial Statements”). The Each of the Financial Statements have has been prepared in accordance with ASPE GAAP consistently applied by Company throughout the periods presented (except as disclosed may be indicated in the footnotes), except fornotes thereto or, in the case of unaudited financial statements, subject to normal audit adjustments, the Interim Financial Statementslack of footnotes and other presentation items, (1the effect of which would not be material in the aggregate) normal recurring year-end adjustments that are not material and (2) the omission of footnote disclosure required by ASPE. The books and records of Seller have been maintained in accordance with sound business practice and reflect presents fairly in all material respects the transactions entered into by Seller. The Financial Statements accurately and fairly present the consolidated and non-consolidated financial position and position, results of operations and cash flows of Seller Company and its Subsidiaries as at the dates and for the periods indicated therein therein. The audited consolidated balance sheet of Company and are consistent with its Subsidiaries as at October 31, 2006 is referred to herein as the books “Balance Sheet” and records of SellerOctober 31, 2006 is referred to herein as the “Balance Sheet Date.” (b) All books, records and accounts of Company and its Subsidiaries are maintained in all material respects in accordance with applicable Laws and good business practice, including the maintenance of an adequate system of internal controls, recognizing that neither Company nor any of its Subsidiaries is subject to compliance with the rules and regulations governing internal controls set forth in the Securities Exchange Act of 1934, as amended. Company has provided Parent with copies of all management letters related to audits of Company and its Subsidiaries for the last three (3) fiscal years. (c) The total cash and cash equivalents of Company and its Subsidiaries as at June 2, 2007 was $5,622,865, and the total amount of Indebtedness for borrowed money and principal portion of capital lease obligations as at June 2, 2007 was $134,795,855; each of such figures was determined in accordance with GAAP applied consistently with the application thereof used in the preparation of the balance sheets included in each of the Financial Statements. (d) Except as described in Section 5.14(b) of the Disclosure Scheduleset forth on Schedule 4.7(d), Seller does not have any Liabilities other than those Liabilities: Company has (i) which are set forth or reserved no Indebtedness for in the Financial Statements; borrowed money, (ii) which have arisen after the date of the Financial Statements in the Ordinary Course and are characterized as Current Liabilities as of the Closing Date that will be, no obligations under leases required to be capitalized in accordance with the Joint Issues GAAP and Reverse Earn Out Payment Agreement, fully reflected or reserved for in the Final Closing Balance Sheet and the calculation of Net Working Capital of the Business as of the Closing Date; (iii) which constitute Assumed Employee Liabilities that have arisen after no obligations for the date of the Financial Statements in the Ordinary Course; or (iv) arising under or pursuant to the Transferred Contracts (but not Liabilities that result from, arise out of or are attributable to, any breach reimbursement of any such Transferred Contract prior to Closing)obligor on any letter of credit.

Financial Statements and Related Matters. (a) Section 5.14(a) Seller has previously furnished to Buyer the statements of revenues and expenses of the Disclosure Schedule contains accurate and complete copies of the consolidated and non-consolidated reviewed balance sheet and statement of income and cash flow of Seller as of and Business for the years ended August 31, 2015 twelve (the “Most Recent Fiscal Year End”12) and August 31, 2014 (collectively, the “Year End Financial Statements”) and for the 4 months ended December 31, 2015 2016, December 31, 2017 and December 31, 2018 (the “Interim Financial Statements,” collectively with any related notes and together with the Year End Financial Statementsschedules thereto, the “Financial Statements”), copies of which are attached hereto as Schedule 3.4(a). The Financial Statements have been prepared in accordance with ASPE (except as disclosed in the footnotes), except for, in the case of the Interim Financial Statements, (1) normal recurring year-end adjustments that are not material complete and (2) the omission of footnote disclosure required by ASPE. The books and records of Seller have been maintained in accordance with sound business practice and reflect accurate in all material respects the transactions entered into by Seller. The Financial Statements accurately and fairly present the consolidated and non-consolidated financial position and results of operations of Seller at the dates and for the periods indicated therein and are consistent with the books and records of Sellerrespects. (b) Except as described in Section 5.14(b) of disclosed on Schedule 3.4(b), the Disclosure Schedule, Seller Business does not have and Seller is not aware of any Liabilities liabilities or obligations of any nature, whether absolute, accrued, unmatured, contingent or otherwise, or any unsatisfied judgments or any unusual or extraordinary commitments other than those Liabilities: trade payables and accrued expenses incurred in the ordinary course of business since December 31, 2018. (c) Since December 31, 2018, (i) which are set forth or reserved for the Business has been conducted only in the Financial Statements; ordinary course consistent with past practice, and (ii) which there has not been any change in the accounting methods, principles or practices of Seller. (d) Except for the Deferred Revenue Liabilities and as set forth on Schedule 3.4(d), there is no Debt of Seller or its Affiliates in connection with the Business or in connection with the Acquired Assets. (e) The Deferred Revenue Liabilities set forth on Schedule 2.3(a)(ii) include all prepayments, prebilled invoices and deposits that have arisen been received by Seller from customers for Business services to be performed (or for products to be shipped, if any), after the Closing Date. The prepaid expenses set forth on Schedule 2.1(f) include all prepayments, prebilled invoices and deposits that have been made or paid by Seller as of the date hereof to vendors or suppliers of the Business for products to be shipped, or services to be performed, after the Closing Date. All such prepayments, prebilled invoices and deposits are properly accrued for on the Financial Statements in the Ordinary Course and are characterized as Current Liabilities as accordance with GAAP. (f) Set forth on Schedule 3.4(f) is a complete list of the Closing Date that will be, in accordance with the Joint Issues and Reverse Earn Out Payment Agreement, fully reflected or reserved for in the Final Closing Balance Sheet and the calculation of Net Working Capital subscribers of the Business as for each month of the Closing Date; (iii) which constitute Assumed Employee Liabilities that have arisen after the date of the Financial Statements in the Ordinary Course; or (iv) arising under or pursuant to the Transferred Contracts (but not Liabilities that result fromfiscal years 2016, arise out of or are attributable to, any breach of any such Transferred Contract prior to Closing)2017 and 2018.

Financial Statements and Related Matters. (a) Except as set forth on Section 5.14(a7.13(a) of the Disclosure Schedule contains accurate and complete copies of the consolidated and non-consolidated reviewed balance sheet and statement of income and cash flow of Seller as of and for the years ended August 31, 2015 (the “Most Recent Fiscal Year End”) and August 31, 2014 (collectivelySchedule, the “Year End Financial Statements”) and for the 4 months ended December 31, 2015 (the “Interim Financial Statements,” and together with the Year End Financial Statements, the “Financial Statements”). The Financial Statements have been were prepared in accordance with ASPE (except as disclosed in the footnotes)GAAP consistently applied and present fairly, except for, in the case of the Interim Financial Statements, (1) normal recurring year-end adjustments that are not material and (2) the omission of footnote disclosure required by ASPE. The books and records of Seller have been maintained in accordance with sound business practice and reflect in all material respects respects, the transactions entered into by Seller. The Financial Statements accurately and fairly present the consolidated and non-consolidated financial position and results of operations operations, members’ equity and cash flow, of Seller at the dates and for the periods indicated therein therein, provided, however, that the Interim Financial Statements and the financial statements delivered pursuant to Section 5.3 lack footnotes, year-end adjustments (none of which would be material) and other presentation items. (b) Seller maintains and complies in all material respects with a system of accounting controls sufficient to provide reasonable assurances that: (i) its business is operated in accordance with management’s general or specific authorization; (ii) transactions are consistent recorded as necessary to permit preparation of Seller’s financial statements in conformity with GAAP, and to maintain accountability for items therein; (iii) access to properties and assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for items is compared with the books actual levels at regular intervals and records appropriate actions are taken with respect to any differences. (c) On the Most Recent Annual Balance Sheet Date, Seller had no Liability of the type which should be reflected in balance sheets (including the notes thereto) prepared in accordance with GAAP, which was not fully disclosed, reflected or reserved against in the Most Recent Annual Balance Sheet of Seller; and, except for Liabilities which have been incurred by Seller since the Most Recent Annual Balance Sheet Date in the Ordinary Course (none of which are material and none of which are a liability for breach of contract or warranty or involves a tort, infringement, claim, lawsuit or environmental, health or safety matter), since the Most Recent Annual Balance Sheet Date, Seller has not incurred any Liability. (d) All of the Accounts Receivable which are reflected in the Most Recent Annual Balance Sheet of Seller were acquired by Seller in the Ordinary Course; and all of the Accounts Receivable which have been or will be acquired by Seller since the Most Recent Annual Balance Sheet Date were or will be acquired in the Ordinary Course. Each of the Accounts Receivable that constitute Purchased Assets arose from bona fide sales of goods or services in the Ordinary Course to Persons that are not Affiliates of Seller. (be) Except Seller has no Indebtedness, except as described in Section 5.14(b7.13(e) of the Disclosure Schedule. (f) The books and records of Seller accurately reflect the assets, liabilities, business, financial condition and results of operations of Seller does not in all material respects and have any Liabilities other than those Liabilities: (i) which are set forth or reserved for in the Financial Statements; (ii) which have arisen after the date of the Financial Statements in the Ordinary Course and are characterized as Current Liabilities as of the Closing Date that will be, been maintained in accordance with the Joint Issues good business and Reverse Earn Out Payment Agreement, fully reflected or reserved for bookkeeping practices in the Final Closing Balance Sheet and the calculation of Net Working Capital of the Business as of the Closing Date; (iii) which constitute Assumed Employee Liabilities that have arisen after the date of the Financial Statements in the Ordinary Course; or (iv) arising under or pursuant to the Transferred Contracts (but not Liabilities that result from, arise out of or are attributable to, any breach of any such Transferred Contract prior to Closing)all material respects.

Financial Statements and Related Matters. (a) Section 5.14(aSchedule 5.4(a) sets forth (i) the unaudited pro forma consolidated balance sheets of the Disclosure Schedule contains accurate Companies relating to the Contributed Assets and complete copies of the consolidated and non-consolidated reviewed balance sheet and statement of income and cash flow of Seller Transferred Subsidiary as of and for the years ended August December 31, 2015 2013 (the “Most Recent Fiscal Year EndBalance Sheets”) and August December 31, 2014 2012, and the related statements of income for the 12 months ended December 31, 2013 and December 31, 2012 (such financial statements, collectively, the “Full-Year End Financial Statements”) and (ii) the unaudited pro forma consolidated balance sheet of the Companies relating to the Contributed Assets as of March 31, 2014 and the related statement of income for the 4 months four-month period then ended December 31(such financial statements, 2015 (collectively, the “Interim Financial Statements,” and and, together with the Full-Year End Financial Statements, the “Financial Statements”). . (b) The Full-Year Financial Statements have been prepared in accordance conformity with ASPE GAAP consistently applied (except for the absence of footnote disclosure) and fairly present in all material respects, on a pro forma basis to reflect items related to the Contributions, as disclosed in the footnotes), except for, in the case of the dates thereof and for the periods then ended, the financial condition and results of operations of the Companies and the Transferred Subsidiary on a consolidated basis. The Interim Financial Statements, Statements have been prepared in conformity with GAAP consistently applied (1) except for the absence of footnote disclosure and subject to normal recurring year-end adjustments that are not material adjustments) and (2) the omission of footnote disclosure required by ASPE. The books and records of Seller have been maintained in accordance with sound business practice and reflect fairly present, in all material respects respects, on a pro forma basis to reflect items related to the transactions entered into by Seller. The Financial Statements accurately Contributions, as of the dates thereof and fairly present for the consolidated and non-consolidated periods then ended, the financial position condition and results of operations of Seller at the dates Companies and for the periods indicated therein and are consistent with the books and records of SellerTransferred Subsidiary on a consolidated basis. (c) Since March 31, 2014, the Companies and the Transferred Subsidiary have made capital expenditures consistent in type and amount with the capital expenditures budgets for such period made available to HoldCo. (d) The Companies and the Transferred Subsidiary have no commitments, liabilities or obligations with respect to the Business, except (a) those which are specifically disclosed in this Agreement, (b) Except as described in Section 5.14(b) of the Disclosure Schedule, Seller does not have any Liabilities other than those Liabilities: (i) which are set forth adequately reflected or reserved for against in the Balance Sheets included in the Financial Statements; , (iic) those which have arisen after the date of the Financial Statements been incurred in the Ordinary Course of Business since March 31, 2014 and which are characterized as Current Liabilities as not, individually or in the aggregate, material in amount, (d) those which have been incurred in connection with the negotiation, preparation and performance of the Closing Date this Agreement or (e) that will be, in accordance with the Joint Issues and Reverse Earn Out Payment Agreement, fully reflected or reserved for in the Final be satisfied at Closing Balance Sheet and the calculation of Net Working Capital of the Business as of the Closing Date; (iii) which constitute Assumed Employee Liabilities that have arisen after the date of the Financial Statements in the Ordinary Course; or (iv) arising under or pursuant to the Transferred Contracts (but not Liabilities that result from, arise out of or are attributable to, any breach of any such Transferred Contract prior to Closing)or will be otherwise agreed upon by the Parties.

Financial Statements and Related Matters. (a) Section 5.14(aBYBK has delivered or made available to OLB the BYBK Financials, except those pertaining to annual and quarterly periods ending on or after September 30, 2017 and monthly periods commencing after June 30, 2017, which it will deliver or make available by each respective delivery date as required by this Agreement. The BYBK Financials with respect to periods ending prior to the date of this Agreement (i) of the Disclosure Schedule contains are true, accurate and complete copies in all material respects, and have been prepared from, and are in accordance with, the Books and Records of BYBK and the BYBK Subsidiaries and (ii) fairly present, in all material respects, the consolidated and non-consolidated reviewed balance sheet and statement financial position, results of income operations, changes in stockholders’ equity and cash flow flows of Seller BYBK as of and for the years periods ended August 31, 2015 (on the “Most Recent Fiscal Year End”) and August 31, 2014 (collectively, the “Year End Financial Statements”) and for the 4 months ended December 31, 2015 (the “Interim Financial Statements,” and together with the Year End Financial Statements, the “Financial Statements”)dates thereof. The Financial Statements BYBK Financials with respect to periods ended prior to the date of this Agreement comply in all material respects with applicable accounting and regulatory requirements and, other than the Internal BYBK Financials, have been prepared in accordance with ASPE GAAP consistently applied, except for (except i) omission of the notes from the financial statements, applicable to any interim period, and (ii) with respect to any interim period, normal year-end adjustments and notes thereto. (b) BYBK did not, as of the date of the BYBK Financials or any subsequent date, have any liabilities, obligations or loss contingencies of any nature, whether absolute, accrued, contingent or otherwise, that are not fully reflected or reserved against in the balance sheets included in the BYBK Financials at the date of such balance sheets that would have been required to be reflected therein in accordance with GAAP consistently applied or fully disclosed in the footnotes)a note thereto, except forfor liabilities, obligations and loss contingencies that are not material in the aggregate and that are incurred in the Ordinary Course, and except for liabilities, obligations and loss contingencies that are within the subject matter of a specific representation and warranty herein or that have not had a Material Adverse Effect and subject, in the case of the Interim Financial Statementsany unaudited statements, (1) to normal recurring year-end audit adjustments that are not material and (2) the omission absence of footnote disclosure required by ASPE. The books and records of Seller have been maintained in accordance with sound business practice and reflect in all material respects the transactions entered into by Seller. The Financial Statements accurately and fairly present the consolidated and non-consolidated financial position and results of operations of Seller at the dates and for the periods indicated therein and are consistent with the books and records of Sellernotes thereto. (bc) Except as described in Section 5.14(b) of During the Disclosure Schedule, Seller does not have any Liabilities other than those Liabilities: (i) which are set forth or reserved for in periods covered by the Financial Statements; (ii) which have arisen after BYBK Financials with respect to periods ended prior to the date of the Financial Statements in the Ordinary Course this Agreement, BYBK’s independent registered public accounting firm, Dxxxx Xxxxxx Xxxxxxx LLP, was independent of BYBK and are characterized as Current Liabilities as its management. As of the Closing Date date hereof, BYBK’s independent registered public accounting firm, Dxxxx Xxxxxx Xxxxxxx LLP, has not resigned (or informed BYBK that will be, in accordance with the Joint Issues and Reverse Earn Out Payment Agreement, fully reflected it intends to resign) or reserved for in the Final Closing Balance Sheet and the calculation of Net Working Capital of the Business been dismissed as of the Closing Date; (iii) which constitute Assumed Employee Liabilities that have arisen after the date of the Financial Statements in the Ordinary Course; or (iv) arising under or pursuant to the Transferred Contracts (but not Liabilities that a result from, arise out of or are attributable toin connection with any disagreements with BYBK on a matter of accounting principles or practices, any breach of any such Transferred Contract prior to Closing)financial statement disclosure or auditing scope or procedure.

Financial Statements and Related Matters. (a) Except as set forth on Section 5.14(a7.13(a) of the Disclosure Schedule contains accurate and complete copies of Schedule, the consolidated and non-consolidated reviewed balance sheet and statement of income and cash flow of Seller as of and Financial Statements for the years ended August 31, 2015 (the “Most Recent Fiscal Year End”) and August 31, 2014 (collectively, the “Year End Financial Statements”) and for the 4 months ended December 31, 2015 (the “Interim Financial Statements,” and together with the Year End Financial Statements, the “Financial Statements”). The Financial Statements have been Partnership were prepared in accordance with ASPE (except as disclosed in GAAP consistently applied and present fairly the footnotes), except for, in the case of the Interim Financial Statements, (1) normal recurring year-end adjustments that are not material and (2) the omission of footnote disclosure required by ASPE. The books and records of Seller have been maintained in accordance with sound business practice and reflect in all material respects the transactions entered into by Seller. The Financial Statements accurately and fairly present the consolidated and non-consolidated financial position and results of operations of Seller the Partnership at the dates and for the periods indicated therein therein. The Financial Statements for the Company and are consistent with for the books LLC and records of Seller. (b) the Partnership's Special Purpose Financial Statements have not been audited. Except as described in set forth on Section 5.14(b7.13(a) of the Disclosure Schedule, the Financial Statements for the Company and for the LLC were prepared in accordance with GAAP consistently applied and present fairly the financial position and results of operations of the Company or the LLC (as applicable) at the dates and for the periods indicated therein. (b) Each Seller does not have any Liabilities other than those Liabilitiesmaintains and complies in all material respects with a system of accounting controls sufficient to provide reasonable assurances that: (i) which are set forth its business is operated in accordance with management's general or reserved for in the Financial Statementsspecific authorization; (ii) which have arisen after the date transactions are recorded as necessary to permit preparation of the Financial Statements such Seller's financial statements in the Ordinary Course conformity with GAAP, and are characterized as Current Liabilities as of the Closing Date that will be, in accordance with the Joint Issues and Reverse Earn Out Payment Agreement, fully reflected or reserved to maintain accountability for in the Final Closing Balance Sheet and the calculation of Net Working Capital of the Business as of the Closing Dateitems therein; (iii) which constitute Assumed Employee Liabilities that have arisen after access to properties and assets is permitted only in accordance with management's general or specific authorization; and (iv) the date recorded accountability for items is compared with the actual levels at regular intervals and appropriate actions are taken with respect to any differences. (c) On the Most Recent Year-End Balance Sheet Date, no Seller had any Liability of the Financial Statements type which should be reflected in balance sheets (including the notes thereto) prepared in accordance with GAAP, which was not fully disclosed, reflected or reserved against in the Most Recent Year-End Balance Sheet; and, except for Liabilities which have been incurred since the Most Recent Year-End Balance Sheet Date in the Ordinary Course, since the Most Recent Year-End Balance Sheet Date, no Seller has incurred any Liability. (d) All of the Accounts Receivable which are reflected in the Most Recent Year-End Balance Sheet were acquired by Sellers in the Ordinary Course; and all of the Accounts Receivable which have been or will be acquired by Sellers since the Most Recent Year-End Balance Sheet Date were or will be acquired in the Ordinary Course. Each of the Accounts Receivables arose from bona fide sales of goods or services in the Ordinary Course to Persons that are not Affiliates of Sellers. (ive) arising under or pursuant to As of the Transferred Contracts (but not Liabilities that result fromdate hereof, arise out no Seller has any Indebtedness, except as described in Section 7.13(e) of or are attributable tothe Disclosure Schedule; and, as of the Closing, no Seller will have any breach of any such Transferred Contract prior to Closing)Indebtedness.

Financial Statements and Related Matters. (a) Section 5.14(aSchedule 3.5(a) sets forth (i) the unaudited balance sheet of the Disclosure Schedule contains accurate Company and complete copies its Subsidiaries as of each of December 31, 2016 and December 31, 2015, together with the related statements of income and statements of operating cash flows (including capital expenditures) for the years then ended and (ii) the unaudited balance sheet of the consolidated Company and non-consolidated reviewed balance sheet and its Subsidiaries as of June 30, 2017, together with the related statement of income and statement of operating cash flow of Seller as of and flows (including capital expenditures) for the years six (6) months then ended August 31, 2015 (the “Most Recent Fiscal Year End”) and August 31, 2014 (collectively, the “Year End Financial Statements”) and for the 4 months ended December 31, 2015 (the “Interim Financial Statements,” and together with the Year End Financial Statements, the “Financial Statements”). The Except as explicitly disclosed therein, the Financial Statements have been prepared in accordance with ASPE (except as disclosed in the footnotes)Specified Accounting Principles, except for, in the case of the Interim Financial Statements, (1) subject to normal recurring year-end adjustments that (none of which, individually or in the aggregate, are not material material), the limited nature of the statement of operating cash flows (including capital expenditures) and (2) the omission absence of footnote disclosure required by ASPE. The books footnotes, and records of Seller have been maintained in accordance with sound business practice and reflect present fairly, in all material respects respects, the transactions entered into by Seller. The Financial Statements accurately and fairly present the consolidated and non-consolidated financial position and results of operations as of Seller at the respective dates and for during the respective periods indicated therein and are consistent with the books and records of Sellertherein. (b) Except The Company and its Subsidiaries have no Liabilities, except (i) as described reflected and reserved against in Section 5.14(bthe Financial Statements, (ii) as incurred in the Ordinary Course since the Balance Sheet Date, (iii) for Liabilities arising from matters disclosed in Schedule 3.5(b), (iv) Liabilities under the Material Contracts (excluding Liabilities arising as a result of a breach of or default under any such contract by the Company or any of its Affiliates), (v) as would not be material to the Company or its Subsidiaries or (vi) as incurred under this Agreement or in connection with the transactions contemplated hereby (including the Selling Expenses). (c) The Company and its Subsidiaries have implemented internal controls over financial reporting which are sufficient to provide reasonable assurance regarding the reliability of the Disclosure ScheduleCompany’s financial reporting and to permit preparation of financial statements in conformity with GAAP. The books, Seller does not records and accounts of the Company and its Subsidiaries accurately and fairly reflect, in reasonable detail, the transactions in and dispositions of the assets of the Company and its Subsidiaries in all material respects. The Company and its Subsidiaries have any Liabilities other than those Liabilitiestaken and currently take all actions necessary to provide reasonable assurance that: (i) which material transactions are set forth executed in accordance with management’s general or reserved for in the Financial Statementsspecific authorization; (ii) which have arisen after the date of the Financial Statements in the Ordinary Course transactions are recorded as necessary to maintain accountability for assets; and are characterized as Current Liabilities as of the Closing Date that will be, (iii) access to material assets is permitted only in accordance with the Joint Issues and Reverse Earn Out Payment Agreement, fully reflected management’s general or reserved for in the Final Closing Balance Sheet and the calculation of Net Working Capital of the Business as of the Closing Date; (iii) which constitute Assumed Employee Liabilities that have arisen after the date of the Financial Statements in the Ordinary Course; or (iv) arising under or pursuant to the Transferred Contracts (but not Liabilities that result from, arise out of or are attributable to, any breach of any such Transferred Contract prior to Closing)specific authorization.

Financial Statements and Related Matters. (a) Attached as Section 5.14(a2.6(a)(i) of the Seller Disclosure Schedule contains accurate are correct and complete copies of of: (i) the audited consolidated and non-consolidated reviewed balance sheet of MegaPath Holding Corporation, a Delaware corporation (“MegaPath Holding Corporation”), as at December 31, 2012 and 2013, together with the related audited consolidated statements of income, stockholder’s equity and cash flows of MegaPath Holding Corporation for the year ended December 31, 2013 (the “Audited Financial Statements”), (ii) the unaudited consolidated balance sheet of MegaPath Holding Corporation as at December 31, 2014, together with the related unaudited consolidated statement of income and cash flow of Seller as of and MegaPath Holding Corporation for the years twelve (12)-month period then ended August 31, 2015 (the “Most Recent Fiscal Year EndUnaudited Financial Statements”), and (iii) and August the unaudited balance sheet of the Acquired Business as at December 31, 2014 (collectivelysuch balance sheet as at December 31, 2014, the “Year End Financial StatementsLatest Balance Sheet” and such date the “Balance Sheet Date”) and ), together with the related unaudited statement of income of the Acquired Business for the 4 months year ended December 31, 2015 2014 (the “Interim Financial Statements,” and together with the Year End Financial Statements, the “Latest Carve-Out Financial Statements”). The Each of the Audited Financial Statements and the Unaudited Financial Statements (A) was prepared in accordance with GAAP consistently applied as at the dates thereof and for the periods covered thereby, except in the case of the Unaudited Financial Statements for the absence of footnote disclosure required by GAAP and normal year-end adjustments, none of which adjustments will, individually or in the aggregate, be material, (B) was prepared, in all material respects, based upon the books and records of the Company consistent with past practices of the Company and (C) presents fairly the financial condition of the Company as of its respective date and the results of operations and cash flows of the Company for the periods then ended, as applicable. Except as set forth in Section 2.6(a)(ii) of the Seller Disclosure Schedule, each of the Latest Carve-Out Financial Statements was (I) prepared in accordance with the accounting methods, practices, policies and principles set forth on Schedule 1.5 consistently applied as at the dates thereof and for the periods covered thereby, and (II) prepared, in all material respects, based upon the books and records of the Company, and each of the Latest Carve-Out Financial Statements presents fairly the financial condition of the Acquired Business as of its respective date and the results of operations and cash flows of the Acquired Business for the periods then ended, as applicable. The Company is not a party to, and it does not have any commitment to become a party to, any off-balance sheet arrangements. Schedule 1.5 has been prepared in accordance with ASPE the provisions of Section 1.5. (b) As of the Latest Balance Sheet Date, the Company had no Liabilities except (i) as disclosed set forth in in Section 2.6(b) of the Seller Disclosure Schedule, (ii) as reflected in the footnotes)Latest Balance Sheet, (iii) liabilities arising under Contracts, and (iv) liabilities related to Company Intellectual Property. As of the Closing, the Company will have no Liabilities except for(A) as set forth in Section 2.6(b) of the Seller Disclosure Schedule, (B) as reflected in the case of the Interim Financial StatementsFinal Closing Statement, (1iii) normal recurring year-end adjustments that are not material liabilities arising under Contracts (other than those assumed by CloudCo under the Contribution Agreement) and (2iv) the omission of footnote disclosure required by ASPE. liabilities related to Company Intellectual Property. (c) The Company maintains books and records of Seller have been maintained in accordance with sound business practice that accurately and completely reflect in all material respects the transactions entered into by Sellerits assets and liabilities of a type normally reflected in such books and records. The Financial Statements accurately Company maintains proper and fairly present the consolidated and non-consolidated financial position and results of operations of Seller at the dates and for the periods indicated therein and are consistent with the books and records of Seller. (b) Except as described in Section 5.14(b) of the Disclosure Schedule, Seller does not have any Liabilities other than those Liabilities: adequate internal accounting controls sufficient to provide reasonable assurance that (i) which transactions are set forth or reserved for executed only in the Financial Statements; accordance with management’s authorization, (ii) which have arisen after the date transactions are recorded as necessary to permit preparation of the Financial Statements in the Ordinary Course and are characterized as Current Liabilities as consolidated financial statements of the Closing Date that will be, Company in accordance with GAAP and to maintain accountability for the Joint Issues material assets and Reverse Earn Out Payment Agreement, fully reflected or reserved for in the Final Closing Balance Sheet and the calculation of Net Working Capital liabilities of the Business as of the Closing Date; Company, (iii) which constitute Assumed Employee Liabilities that have arisen after the date receipts and expenditures of the Financial Statements Company are executed only in the Ordinary Course; or accordance with management’s authorization, (iv) arising under unauthorized acquisition, disposition or pursuant use of assets is prevented or timely detected and (v) accounts, notes and other receivables are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. To the Knowledge of the Company, such internal accounting controls are appropriate for a private company with operations of the size and scope of the operations of the Company. There are no weaknesses in the design or operation of such internal accounting controls that could materially adversely affect the ability of the Company to initiate, record, process and report financial data. None of the Company, the Company’s independent auditors or, to the Transferred Contracts (but not Liabilities that result from, arise out Knowledge of or are attributable tothe Company, any breach current or former employee, consultant or director of the Company, has identified or been made aware of any such Transferred Contract prior fraud, whether or not material, that involves Company’s management or other current or former employees, consultants directors of Company who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company, or any claim or allegation regarding any of the foregoing. Neither the Company nor, to Closing)the Knowledge of the Company, any Affiliate or representative of the Company has received any material complaint, allegation, assertion or claim, whether written or oral, in each case, regarding deficient accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls or any material inaccuracy in the Company’s financial statements.

Financial Statements and Related Matters. (a) Section 5.14(a) Seller has delivered to Buyer the compiled balance sheets of the Disclosure Schedule contains accurate Business as at September 30, 2006, 2005, and complete copies 2004, and the balance sheet of the consolidated and non-consolidated reviewed balance sheet and statement of income and cash flow of Seller Business as of and for the years ended August at March 31, 2015 2007 (the “Most Recent Fiscal Year EndInterim Balance Sheet”) and August 31, 2014 (collectively, the “Year End Financial StatementsBalance Sheets”) and ), the related compiled statements of income for the 4 months years ended December September 30, 2006, 2005, and 2004, and the related statements of income for the six month period ended March 31, 2015 2007 (the “Interim Financial Statements,” and together with the Year End Financial Statements, the “Financial Statements”). The Financial Statements have accurately and fairly reflect the business, assets, liabilities, financial condition, cash flow, and results of operations of the Business as at the respective dates thereof and for the periods therein referred to. Each of the Financial Statements has been prepared in accordance with ASPE (except as disclosed in the footnotes), except forGAAP subject, in the case of the Interim interim Financial Statements, (1) to normal recurring year-end adjustments that are not material and (2) the omission of footnote disclosure required by ASPE. The books and records of Seller have been maintained in accordance with sound business practice and reflect in all material respects the transactions entered into by Seller. The Financial Statements accurately and fairly present the consolidated and non-consolidated financial position and results of operations of Seller at the dates and for the periods indicated therein and are consistent with the books and records of Selleradjustments. (b) Except as described in Section 5.14(b) The Balance Sheets reflect all liabilities of the Disclosure ScheduleBusiness, Seller does whether absolute, accrued, or contingent, as of the respective dates thereof of the type required to be reflected or disclosed in a balance sheet (or the notes thereto) prepared in accordance with GAAP. The Business has no liabilities or obligations of any nature, absolute, accrued, or contingent, matured or unmatured, known or unknown, including any capital lease obligations, Tax liabilities, tort claims, or other litigation that are not have any Liabilities reflected on the Interim Balance Sheet, other than those Liabilities: (i) which are set forth or reserved for in the Financial Statements; (ii) which have arisen after current liabilities incurred since the date of the Financial Statements thereof in the Ordinary Course of Business and which are characterized as Current Liabilities as neither material in amount nor inconsistent with any of the Closing Date that will be, representations and warranties contained in accordance with this Agreement. There is no basis for the Joint Issues and Reverse Earn Out Payment Agreement, assertion against the Business of any liability (other than current liabilities referred to above) not fully reflected or reserved for against in the Final Closing Balance Sheet Sheets. (c) The Balance Sheets do not reflect any reserves or other provisions regarding anticipated liabilities, losses, and the calculation of Net Working Capital expenses of the Business as of the Closing Date; respective dates thereof, including those with respect to income and other Taxes, warranty claims, bad debts, unsaleable inventories, salaries, vacation pay, and plans and programs (iiiincluding medical and other benefits programs) which constitute Assumed Employee Liabilities that have arisen after for the date benefit of the Financial Statements in the Ordinary Course; or (iv) arising under or pursuant to the Transferred Contracts (but not Liabilities that result from, arise out of or are attributable to, any breach of any such Transferred Contract prior to Closing)present and former employees.

Financial Statements and Related Matters. (a) Section 5.14(a) Seller has delivered to Buyer the unaudited balance sheet of the Disclosure Schedule contains accurate Business as at December 31, 2007 and complete copies the unaudited balance sheet of the consolidated and non-consolidated reviewed balance sheet and statement Business as at March 31, 2008 (the “Interim Balance Sheet”) (collectively, including the notes thereto, the “GAAP Balance Sheets”), the related unaudited statements of income and cash flow of Seller as of and for the years ended August 31, 2015 (the “Most Recent Fiscal Year End”) and August 31, 2014 (collectively, the “Year End Financial Statements”) and for the 4 months year ended December 31, 2015 2007, and the related unaudited statements of income and cash flow for the three month period ended March 31, 2008 (the “Interim Financial Statements,” and together with the Year End Financial Statements, the “GAAP Financial Statements”). The GAAP Financial Statements have accurately and fairly reflect the business, assets, liabilities, financial condition, cash flow, and results of operations of the Business as at the respective dates thereof and for the periods therein referred to. Each of the GAAP Financial Statements has been prepared in accordance with ASPE (except as disclosed in the footnotes), except forGAAP subject, in the case of the Interim Financial StatementsBalance Sheet, (1) to normal recurring year-end adjustments that are not material and (2) the omission of footnote disclosure required by ASPEfootnotes. Seller has also delivered to Buyer the unaudited balance sheets of the Business as at December 31, 2006 and 2005 (collectively, including the notes thereto, the “Non-GAAP Balance Sheets,” together with the GAAP Balance Sheets, the “Balance Sheets”), and the related unaudited statements of income and cash flow for the years ended December 31, 2006 and 2005 (the “Non-GAAP Financial Statements”). The books and records of Seller have been maintained in accordance with sound business practice and reflect in all material respects the transactions entered into by Seller. The Non-GAAP Financial Statements accurately and fairly present reflect the consolidated and non-consolidated business, assets, liabilities, financial position condition, cash flow, and results of operations of Seller the Business as at the respective dates thereof and for the periods indicated therein and are consistent with the books and records of Sellerreferred to. (b) Except as described in Section 5.14(b) The GAAP Balance Sheets reflect all liabilities of the Disclosure ScheduleBusiness, Seller does whether absolute, accrued or contingent, as of the respective dates thereof of the type required to be reflected or disclosed in a balance sheet (or the notes thereto) prepared in accordance with GAAP. The Business has no liabilities or obligations of any nature, absolute, accrued or contingent, matured or unmatured, known or unknown, including any capital lease obligations, Tax liabilities, tort claims, or other litigation that are not have any Liabilities reflected on the Interim Balance Sheet, other than those Liabilities: (i) which are set forth or reserved for in the Financial Statements; (ii) which have arisen after current liabilities incurred since the date of the Financial Statements thereof in the Ordinary Course of Business and that are characterized as Current Liabilities as neither material in amount nor inconsistent with any of the Closing Date that will be, representations and warranties contained in accordance with this Agreement. There is no basis for the Joint Issues and Reverse Earn Out Payment Agreement, assertion against the Business of any liability (other than current liabilities referred to above) not fully reflected or reserved for against in the Final Closing GAAP Balance Sheet Sheets. (c) The Balance Sheets reflect reserves or other appropriate provisions at least equal to reasonably anticipated liabilities, losses, and the calculation of Net Working Capital expenses of the Business as of the Closing Date; respective dates thereof, whether or not required to be disclosed by GAAP, including those with respect to income and other Taxes, warranty claims, bad debts, unsaleable inventories, salaries, vacation pay, and plans and programs (iiiincluding medical and other benefits programs) which constitute Assumed Employee Liabilities that have arisen after for the date benefit of the Financial Statements in the Ordinary Course; or (iv) arising under or pursuant to the Transferred Contracts (but not Liabilities that result from, arise out of or are attributable to, any breach of any such Transferred Contract prior to Closing)present and former employees.

Financial Statements and Related Matters. (a) Section 5.14(a) of the Disclosure Schedule contains accurate and complete copies of the consolidated and non-consolidated reviewed balance sheet and statement of income and cash flow of Seller as of and for the years ended August 31, 2015 (the “Most Recent Fiscal Year End”) and August 31, 2014 (collectively, the “Year End Financial Statements”) and for the 4 months ended December 31, 2015 (the “Interim Financial Statements,” and together with the Year End Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with ASPE (except as disclosed in the footnotes), except for, in the case of the Interim Financial Statements, (1) normal recurring year-end adjustments that are not material and (2) the omission of footnote disclosure required by ASPE. The books and records of Seller have been maintained in accordance with sound business practice and reflect in all material respects the transactions entered into by Seller. The Financial Statements accurately and fairly present the consolidated and non-consolidated financial position and results of operations of Seller at the dates and for the periods indicated therein and are consistent with the books and records of Seller. (b) Except as described in Section 5.14(b) of the Disclosure Schedule, Seller does not have any Liabilities other than those Liabilities: (i) which are set forth or reserved for in the Financial Statements; (ii) which have arisen after the date of the Financial Statements in the Ordinary Course and are characterized as Current Liabilities as of the Closing Date that will be, in accordance with the Joint Issues and Reverse Earn Out Payment Agreement, fully reflected or reserved for in the Final Closing Balance Sheet and the calculation of Net Working Capital of the Business as of the Closing Date; (iii) which constitute Assumed Employee Liabilities that have arisen after the date of the Financial Statements in the Ordinary Course; or (iv) arising under or pursuant to the Transferred Contracts (but not Liabilities that result from, arise out of or are attributable to, any breach of any such Transferred Contract prior to Closing). (c) As of the date hereof, Seller does not have any Indebtedness in connection with or affecting the Business except as described in Section 5.14(c) of the Disclosure Schedule, provided that for purposes of this Section 5.14(c), the defined term “Indebtedness” shall be construed and applied as excluding subsections (e), (g), (i) and (j) of such definition, and further provided that in respect of Accounts Payable comprising part of Indebtedness, this representation is made as of January 31, 2016 and not as of the date hereof. Section 5.14(c) of the Disclosure Schedule sets forth: (i) each Contract containing a Customer Repurchase Obligation; and (ii) for each such Contract, the amount of such Customer Repurchase Obligation as of April 1, 2016 and for each subsequent anniversary of April 1, 2016 through the last anniversary on which the Customer Repurchase Obligation for such Contract remains outstanding.