Common use of Financial Statements; Books and Records Clause in Contracts

Financial Statements; Books and Records. (a) Section 2.6(a) of the Disclosure Schedule contains an accurate copy of (i) the consolidated, audited balance sheets of the Company and its Subsidiaries as of December 31, 2017, December 31, 2016 and December 31, 2015 (the “Balance Sheets”) and the related, consolidated, audited statement of income for the years then ended, (ii) the consolidated, unaudited balance sheet of the Company and its Subsidiaries as of December 31, 2018 (the “Interim Balance Sheets“) and the related, consolidated unaudited statement of income for the 12-month period then ended (collectively, the “Financial Statements”). (b) The Financial Statements: (i) fairly present the financial condition of the Purchased Companies as of the dates, and the results of their operations and cash flows for the periods indicated therein; and (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (subject to the absence of footnote disclosure and in the case of interim statements to normal year-end adjustments (the effect of which will not, individually or in the aggregate, be materially adverse)). (c) The Purchased Companies have no Liabilities of any nature, whether accrued, absolute, contingent, anticipated or otherwise, whether due or to become due, that would be required to be disclosed in financial statements or footnotes thereto prepared in accordance with GAAP, except for those (i) reflected or reserved against in the Interim Balance Sheets, (ii) incurred after the date of the Interim Balance Sheets in the Ordinary Course of Business and (iii) incurred in connection with the Contemplated Transactions. (d) The books of account, minute books, member record books and other books and records of the Purchased Companies are kept in the Ordinary Course of Business in accordance with reasonable business practices and applicable Laws. (e) There has been no Material Adverse Effect since the date of the Interim Balance Sheets.

Financial Statements; Books and Records. (a) Section 2.6(a) of the Disclosure Schedule contains an accurate copy of Attached as Exhibit K are Seller’s (i) the consolidated, audited balance sheets of the Company and its Subsidiaries as of December 31, 2017, December 31, 2016 and December 31, 2015 (the “Balance Sheets”) and the related, consolidated, audited income statement of income for the years then endedyear ended December 28, 2003, (ii) the consolidated, unaudited balance sheet of the Company and its Subsidiaries as of December 31, 2018 (the “Interim Balance Sheets“) and the related, consolidated unaudited income statement of income for the 12ten-month period then ended October 24, 2004 and (iii) balance sheet as of October 24, 2004, in each case as prepared by Seller and certified by the Chief Financial Officer of Seller (collectively, the “Financial Statements”). (b. Except as set forth in Section 3.10(a) The Financial Statements: (i) fairly present the financial condition of the Purchased Companies as of Disclosure Schedule, the dates, and Financial Statements (including the results of their operations and cash flows for the periods indicated therein; and (iinotes thereto) have been prepared in accordance with GAAP GAAP, applied on a consistent basis throughout the periods involved (indicated and with each other, present fairly the financial condition and results of operations of the Business for each such period, are correct and complete, are consistent with the books and records of Seller, which books and records are correct and complete in all material respects, and reflect adjustments for non-recurring items; provided, however, that the partial-year financial statements are subject to the absence of footnote disclosure and in the case of interim statements to normal year-end adjustments (adjustments, the effect of which will not, not be material individually or in the aggregate, be materially adverse))and are presented without footnotes. (b) Seller maintains a system of internal accounting controls sufficient to provide assurance that transactions relating to the Business are executed with its management’s authorization, and all such transactions are recorded as are required to permit preparation of the Financial Statements in accordance with GAAP on a consistent basis (except as set forth in Section 3.10(a) of the Disclosure Schedule) and to maintain accountability for all material Assets and all Liabilities relating to the Business. (c) The Purchased Companies have no Liabilities books and records of any nature, whether accrued, absolute, contingent, anticipated or otherwise, whether due or to become due, that would be required to be disclosed in financial statements or footnotes thereto prepared in accordance with GAAP, except for those the Business (i) reflected or reserved against in accurately reflect all material items of income and expense and all material Assets and Liabilities of the Interim Balance SheetsBusiness, (ii) incurred after the date of the Interim Balance Sheets are in the Ordinary Course of Business all material respects complete and correct and do not contain any material inaccuracies or discrepancies, (iii) incurred have been maintained in connection accordance with the Contemplated Transactionsgood business and accounting practices, and (iv) have been made available to Buyer for its inspection. (d) The books of accountSeller has not engaged in any monetary transaction, minute booksmaintained any bank account or used any corporate funds with respect to the Business except for monetary transactions, member record books bank accounts or funds which have been and other are reflected in the books and records of the Purchased Companies are kept in the Ordinary Course of Business in accordance with reasonable business practices and applicable LawsSeller. (e) There has been no Material Adverse Effect since the date of the Interim Balance Sheets.

Financial Statements; Books and Records. (a) Section 2.6(a) of the Disclosure Schedule contains an accurate copy of (i) the consolidated, audited Company has delivered to Buyer: (A) an internally prepared balance sheets sheet of the Company and its Subsidiaries as of December 31, 2017, December 31, 2016 2015 and December 31, 2015 (the “Balance Sheets”B) and the related, consolidated, audited statement of income for the years then ended, (ii) the consolidated, unaudited a balance sheet of the Company and its Subsidiaries as of December 3127, 2018 2016 (the “Balance Sheet Date”), and a profit and loss statement for the period January 1 – December 27, 2016 (such balance sheet and profit and loss statement, collectively, the “Interim Balance Sheets“Financial Statements”) (all documents described in (i) and the related(ii) above, consolidated unaudited statement of income for the 12-month period then ended (collectively, the “Financial Statements”). (b) , copies of all of which are attached as Schedule 4.03(h). The Financial Statements: (i) fairly present the financial condition of the Purchased Companies as of the dates, and the results of their operations and cash flows for the periods indicated therein; and (ii) Statements have been prepared in accordance with GAAP the Company’s historical accounting methods consistently applied on a consistent basis throughout the periods involved (subject to involved, and present fairly, in all material respects, the absence Company’s financial condition as of footnote disclosure the dates thereof and in the case results of interim statements to normal year-end adjustments (the effect of which will not, individually or in the aggregate, be materially adverse))its operations for such periods. (cii) The Purchased Companies All Books and Records are complete and correct in all material respects with respect to all information and time periods covered thereby. All of the Books and Records have no Liabilities been prepared and maintained, where applicable, in conformity with the Company’s historical accounting methods and in compliance in all material respects with applicable laws, regulations and other requirements. (iii) Company has established and presently maintains a system of any natureinternal accounting controls sufficient to provide reasonable assurances (A) that transactions, whether accrued, absolute, contingent, anticipated or otherwise, whether due or receipts and expenditures of the Company related to become due, that would be required to be disclosed in financial statements or footnotes thereto prepared the Business are being executed and made only in accordance with GAAPappropriate policies and procedures and appropriate authorizations of management and the Board of Directors of the Company, except (B) that transactions related to the Business are recorded as necessary (x) to permit preparation of the financial statements in conformity with the Company’s historical accounting methods and (y) to maintain accountability for those assets, and (iC) reflected regarding prevention or reserved against timely detection of unauthorized acquisition, use or disposition of the Company’s assets. Company has not identified or been made aware of any fraud that involves the Business or the management of the Company, or other current employees of the Company, or any claim or allegation regarding any of the foregoing, and the Company has not received any written notice from its independent accountants regarding any of the foregoing. Company is not aware of any significant deficiencies or material weaknesses in the Interim Balance Sheetsdesign or operation of its internal controls relating to the Business which could reasonably be expected to materially adversely affect the Buyer’s ability to record, (ii) incurred after the date of the Interim Balance Sheets in the Ordinary Course of Business process, summarize and (iii) incurred in connection with the Contemplated Transactionsreport financial data. (div) The books of account, minute books, member record books and other books and records of the Purchased Companies are kept in the Ordinary Course of Business in accordance with reasonable business practices and applicable LawsCompany has no indebtedness to any third party for borrowed money. (e) There has been no Material Adverse Effect since the date of the Interim Balance Sheets.

Financial Statements; Books and Records. (a) Section 2.6(a) of the Disclosure Schedule contains an accurate copy of (i) the consolidated, audited Company has delivered to Buyer: (A) an internally prepared balance sheets sheet of the Company and its Subsidiaries as of December 31, 2017, December 31, 2016 2015 and December 31, 2015 (the “Balance Sheets”B) and the related, consolidated, audited statement of income for the years then ended, (ii) the consolidated, unaudited a balance sheet of the Company and its Subsidiaries as of December 3111, 2018 2016 (the “Balance Sheet Date”), and a profit and loss statement for the period January 1 – December 11, 2016 (such balance sheet and profit and loss statement, collectively, the “Interim Balance Sheets“Financial Statements”) (all documents described in (i) and the related(ii) above, consolidated unaudited statement of income for the 12-month period then ended (collectively, the “Financial Statements”). (b) , copies of all of which are attached as Schedule 4.03(h). The Financial Statements: (i) fairly present the financial condition of the Purchased Companies as of the dates, and the results of their operations and cash flows for the periods indicated therein; and (ii) Statements have been prepared in accordance with GAAP the Company’s historical accounting methods consistently applied on a consistent basis throughout the periods involved (subject to involved, and present fairly, in all material respects, the absence Company’s financial condition as of footnote disclosure the dates thereof and in the case results of interim statements to normal year-end adjustments (the effect of which will not, individually or in the aggregate, be materially adverse))its operations for such periods. (cii) The Purchased Companies All Books and Records are complete and correct in all material respects with respect to all information and time periods covered thereby. All of the Books and Records have no Liabilities been prepared and maintained, where applicable, in conformity with the Company’s historical accounting methods and in compliance in all material respects with applicable laws, regulations and other requirements. (iii) Company has established and presently maintains a system of any natureinternal accounting controls sufficient to provide reasonable assurances (A) that transactions, whether accrued, absolute, contingent, anticipated or otherwise, whether due or receipts and expenditures of the Company related to become due, that would be required to be disclosed in financial statements or footnotes thereto prepared the Business are being executed and made only in accordance with GAAPappropriate policies and procedures and appropriate authorizations of management and the Board of Directors of the Company, except (B) that transactions related to the Business are recorded as necessary (x) to permit preparation of the financial statements in conformity with the Company’s historical accounting methods and (y) to maintain accountability for those assets, and (iC) reflected regarding prevention or reserved against timely detection of unauthorized acquisition, use or disposition of the Company’s assets. Company has not identified or been made aware of any fraud that involves the Business or the management of the Company, or other current employees of the Company, or any claim or allegation regarding any of the foregoing, and the Company has not received any written notice from its independent accountants regarding any of the foregoing. Company is not aware of any significant deficiencies or material weaknesses in the Interim Balance Sheetsdesign or operation of its internal controls relating to the Business which could reasonably be expected to materially adversely affect the Buyer’s ability to record, (ii) incurred after the date of the Interim Balance Sheets in the Ordinary Course of Business process, summarize and (iii) incurred in connection with the Contemplated Transactionsreport financial data. (div) The books Company’s indebtedness to any third party for borrowed money consists solely of account, minute books, member record books and other books and records of the Purchased Companies are kept (A) a loan from WEBA in the Ordinary Course amount of Business $500,000 used by the company to pay the initial deposit on the Dow Contract and (B) a loan from Buyer in accordance with reasonable business practices and applicable Lawsthe amount of $362,000 used by the Company to pay an additional deposit on the Dow Contract. (e) There has been no Material Adverse Effect since the date of the Interim Balance Sheets.

Financial Statements; Books and Records. (a) Section 2.6(a) of Included in the Disclosure Schedule contains an accurate copy to this Section 6.2(a) are true and correct copies of (i) the consolidated, audited consolidated balance sheets of for LLC and the Company and its Subsidiaries as of at December 31, 2017, December 31, 2016 and December 31, 2015 (the “Balance Sheets”) 1999 and the related, consolidated, audited related statement of income profit and loss and cash flows for the years periods then ended, (ii) the consolidated, unaudited consolidated balance sheet of for the Company and its Subsidiaries as of December at March 31, 2018 (the “Interim Balance Sheets“) 2000 and the related, consolidated unaudited related statement of income profit and loss for the 12three-month period then ended prepared internally by LLC and (iii) when delivered pursuant hereto, similar financial statements for each additional month ending after the date hereof (collectively, the “"LLC Financial Statements”"). (b) . The LLC Financial Statements: (i) Statements fairly present the financial condition position of LLC and the Purchased Companies Subsidiaries as of the dates, dates thereof and the results of their LLC's and the Subsidiaries' operations and cash flows for the periods indicated therein; and (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (subject to the absence of footnote disclosure and in the case of interim statements to normal year-end adjustments (the effect of which will notthen ended, individually or in the aggregate, be materially adverse)). (c) The Purchased Companies have no Liabilities of any nature, whether accrued, absolute, contingent, anticipated or otherwise, whether due or to become due, that would be required to be disclosed in financial statements or footnotes thereto prepared in accordance with GAAP, except for those the variances from GAAP set forth in the notes to the LLC Financial Statements, subject, in the case of the LLC Financial Statements listed in items (ii) and (iii) of the immediately-preceding paragraph, to normal recurring period-end adjustments and absence of notes and a statement of cash flows. LLC maintains a standard system of accounting, including without limitation internal controls, established and administered in accordance with GAAP, except for the variances from GAAP set forth in the notes to the LLC Financial Statements. (i) are complete and correct in all material respects and all transactions to which LLC is or has been a party are accurately reflected or reserved against in the Interim Balance Sheetstherein, (ii) incurred after reflect all discounts, returns and allowances granted by LLC with respect to the date of the Interim Balance Sheets in the Ordinary Course of Business and periods covered thereby, (iii) incurred in connection with the Contemplated Transactions. (d) The books of account, minute books, member record books and other books and records of the Purchased Companies are kept in the Ordinary Course of Business have been maintained in accordance with reasonable customary and sound business practices in LLC's industry, (iv) form the basis for the LLC Financial Statements and applicable Laws(v) accurately reflect the assets, liabilities, financial position, results of operations and cash flows of LLC. LLC's management information systems are adequate for the preservation of relevant information and the preparation of accurate reports. (e) There has been no Material Adverse Effect since the date of the Interim Balance Sheets.

Financial Statements; Books and Records. (a) Section 2.6(a) Except for the GRA Latest Balance Sheet (as defined below), attached hereto as Schedule 4.6 are true, correct and complete copies of the Disclosure Schedule contains an accurate copy of (i) the consolidated, audited balance sheets sheet of the Company and its Subsidiaries GRA as of December 31, 2017, December 31, 2016 and December 31, 2015 (the “Balance Sheets”) 2021 and the related, consolidated, related audited statement of income income, shareholders’ equity for the years fiscal year then ended, (ii) the consolidated, unaudited audited balance sheet of the Company and its Subsidiaries GRA as of December 31, 2018 2022 and the related audited statement of income, shareholders’ equity for the fiscal year then ended and (iii) the unaudited balance sheet of GRA as of February 28, 2023 (the “Interim GRA Latest Balance Sheets“Sheet”) and the related, consolidated related unaudited statement statements of income for the 12-two (2) month period then ended (collectivelythe “GRA Interim Financial Statements”, together with the items listed in clauses (i) and (ii) in this Section 4.6, the “GRA Financial Statements”). (b) . The GRA Financial Statements: (i) fairly present the financial condition of the Purchased Companies as of the dates, and the results of their operations and cash flows for the periods indicated therein; and (iia) have been prepared in accordance with GAAP GAAP, applied on a consistent basis throughout the periods involved period involved; (subject to b) were prepared from and are consistent in all respects with the absence books and records of footnote disclosure GRA; and (c) present fairly in all respects the case financial position of interim statements to normal year-end adjustments GRA as of the date thereof and the results of its operations for the period then ended. (the effect b) The books of account and other business records of GRA, all of which will nothave been previously delivered to Purchaser and its representatives, individually are accurate and complete in all material respects. The books and records of GRA accurately reflect the assets, liabilities, financial condition and results of operations of GRA and have been maintained in accordance with good business and bookkeeping practices. The minute books and other similar records of GRA contain accurate and complete records, in all material respects, of actions taken at any meeting of the board of managers, equityholders or other governing body of GRA or any committee thereof and of written consents executed in lieu of the aggregate, be materially adverse))holding of any such meeting. (c) The Purchased Companies have no Liabilities GRA has established and adheres to a system of any nature, whether accrued, absolute, contingent, anticipated or otherwise, whether due or internal accounting controls appropriate for its size and the industry in which they operate which are designed to become due, that would be required to be disclosed in provide assurance regarding the reliability of financial statements or footnotes thereto prepared in accordance with GAAP, except for those reporting. There has not been (i) reflected any significant deficiency or reserved against weakness in the Interim Balance Sheetssystem of internal accounting controls used by GRA, (ii) incurred after the date any fraud or other wrongdoing that involves any management or other employees of the Interim Balance Sheets GRA who have a role in the Ordinary Course preparation of Business and financial statements or the internal accounting controls used by GRA or (iii) incurred in connection with the Contemplated Transactions. (d) The books of account, minute books, member record books and other books and records any claim or allegation regarding any of the Purchased Companies are kept in the Ordinary Course of Business in accordance with reasonable business practices and applicable Lawsforegoing. (e) There has been no Material Adverse Effect since the date of the Interim Balance Sheets.

Financial Statements; Books and Records. (a) Attached as Section 2.6(a4.7(a) of the Company Disclosure Schedule contains an accurate copy Letter are true and complete copies of (i) the consolidated, audited unaudited balance sheets and statements of operations, comprehensive loss, members’ equity and cash flows of the Company and its Subsidiaries as of December 31and for the period ended June 30, 2017, December 31, 2016 and December 31, 2015 2024 (the “Balance Sheets”) and the related, consolidated, audited statement of income for the years then ended, (ii) the consolidated, unaudited balance sheet of the Company and its Subsidiaries as of December 31, 2018 (the “Interim Balance Sheets“) and the related, consolidated unaudited statement of income for the 12-month period then ended (collectively, the “Unaudited Financial Statements”, and collectively with the Updated Financial Statements, when delivered pursuant to Section 6.3(a). (b) The Except as set forth on Section 4.7(b) of the Company Disclosure Letter, the Financial Statements: Statements and, when delivered, the Q3 Financial Statements (i) fairly present in all material respects the consolidated financial condition position of the Purchased Companies Company, as of at the datesrespective dates thereof, and the results of its operations, its incomes, their operations its changes in members’ equity and its cash flows for the respective periods indicated therein; then ended (subject, in the case of the Q3 Financial Statements, to normal year-end adjustments and the absence of footnotes), (ii) have been were prepared in accordance conformity with GAAP applied on a consistent basis throughout during the periods involved (subject to except as may be indicated in the absence of footnote disclosure and notes thereto and, in the case of interim statements to normal year-end adjustments the Q3 Financial Statements, the absence of footnotes or the inclusion of limited footnotes), (iii) were prepared from, and are in accordance in all material respects with, the effect books and records of which will not, individually or the Company and (iv) when delivered by the Company for inclusion in the aggregateRegistration Statement for filing with the SEC following the date of this Agreement in accordance with Section 6.3, be materially adverse))will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant, in effect as of the respective dates thereof. The books and records of the Company have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (c) There are no outstanding loans or other extensions of credit made by the Company to any executive officer (as defined in Rule 3b-7 under the Exchange Act). The Purchased Companies have no Liabilities Company has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (d) Neither the Company (including any nature, whether accrued, absolute, contingent, anticipated employee thereof) nor any independent auditor of the Company has identified or otherwise, whether due or to become due, that would be required to be disclosed in financial statements or footnotes thereto prepared in accordance with GAAP, except for those been made aware of (i) reflected any significant deficiency or reserved against material weakness in the Interim Balance Sheetssystem of internal accounting controls utilized by the Company, (ii) incurred after any fraud, whether or not material, that involves the date Company’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or (iii) any claim or allegation regarding any of the Interim Balance Sheets foregoing. (e) All of the financial books and records of the Company are complete and accurate in all material respects and have been maintained in the Ordinary Course of Business and (iii) incurred in connection with the Contemplated Transactions. (d) The books of account, minute books, member record books and other books and records of the Purchased Companies are kept in the Ordinary Course of Business in accordance with reasonable business practices and applicable Laws. (e) There has been no Material Adverse Effect since the date of the Interim Balance Sheets.

Financial Statements; Books and Records. 3.8.1 Seller has made available to Buyer the following financial statements, correct and complete copies of which are set forth on Schedule 3.8.1 (a) Section 2.6(a) of collectively the Disclosure Schedule contains an accurate copy of “Financial Statements”): (iA) the consolidated, audited balance sheets and related statements of the Company operations and its Subsidiaries members’ equity and statements of cash flows for Seller as of December 31, 2017, and for each calendar year ended December 31, 2016 and 2017 (with the calendar year ended December 31, 2015 (2017 being the “Balance SheetsMost Recent Fiscal Year End”); and (B) the reviewed balance sheet and the related, consolidated, audited related statement of income operations and members’ equity and statement of cash flows for Seller as of and for the years then ended, (ii) the consolidated, unaudited balance sheet of the Company and its Subsidiaries as of December eight-month period ended August 31, 2018 (the “Interim Balance Sheets“Financial Statements”) and (with the related, consolidated unaudited statement of income for the 12eight-month period then ended (collectivelyAugust 31, 2018 being the “Financial StatementsMost Recent Balance Sheet Date”). (b) . The Financial Statements: (i) fairly present the financial condition of the Purchased Companies as of the datesStatements are correct and complete in all material respects, and the results of their operations and cash flows for the periods indicated therein; and (ii) have been prepared in accordance with GAAP generally accepted accounting principles in the United States (“U.S. GAAP”), consistently applied on a consistent basis throughout the period indicated, and fairly present the financial condition and results of operations and cash flows of Seller as of the respective dates thereof and for the periods involved referred to therein. 3.8.2 The books and records of Seller are and have been prepared and maintained in form and substance in accordance with U.S. GAAP to fairly and accurately reflect in all material respects all of the assets and liabilities of Seller and all Contracts and transactions to which Seller is or was a party or by which Seller, its assets or the Businesses are or were affected. Seller maintains such books and records in accordance with sound business practices and a system of internal controls sufficient to provide reasonable assurances that (subject A) transactions are executed in accordance with management’s general or specific authorizations and (B) transactions are recorded as necessary to permit, after the Closing, preparation of the consolidated financial statements of Holdings in accordance with U.S. GAAP as required by the rules of the SEC. The minute book of Seller correctly reflects all material resolutions adopted and all other material actions taken at all meetings or through written consents of the managers and members thereof. All title deeds relating to the absence assets of footnote disclosure Seller, and executed copies of all agreements to which Seller is a party, and the original copies of all other material documents that are related in any manner to the Business (including a copy of every note, lien, charge, mortgage, or other instrument evidencing or creating any Lien over any property of Seller) are in the possession of Seller. 3.8.3 Except as set forth on Schedule 3.8.3, since the Most Recent Fiscal Year End, Seller has not experienced or suffered, and there is no basis to reasonably believe that Seller may experience or suffer, any Material Adverse Effect. Without limiting the generality of the foregoing, since the Most Recent Fiscal Year End, Seller has not has taken any of the following actions (or permitted any of the following events to occur) with respect to the Business: 3.8.3.1 sold, leased, transferred or assigned any of its assets, tangible or intangible, other than in the ordinary course of business; 3.8.3.2 accelerated, terminated, modified, canceled or committed any breach of any Contract involving more than $10,000 or otherwise outside the ordinary course of business; 3.8.3.3 canceled, compromised, waived, or released any right or claim (or series of related rights and claims) involving more than $10,000 or outside the ordinary course of business; 3.8.3.4 created or suffered to exist any Lien, other than a Permitted Lien, upon any of its assets, tangible or intangible, outside the ordinary course of business or securing any liability in excess of $10,000; 3.8.3.5 issued, sold, or otherwise disposed of any of its capital stock or equity securities, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion or exercise) any of its equity securities, or any securities convertible or exchangeable into any of its equity securities; 3.8.3.6 except in the ordinary course of business, declared, set aside, or paid any dividend or distribution with respect to its equity securities (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its equity securities; 3.8.3.7 entered into any transaction, arrangement or Contract with, or distributed or transferred any property or other assets to, any officer, manager, member or affiliate of Seller (other than payment of salaries and provision of group plan employee benefits in the ordinary course of business); 3.8.3.8 made or committed to make any capital expenditures or entered into any other material transaction outside the ordinary course of business or involving an expenditure in excess of $10,000; 3.8.3.9 amended or modified in any respect (beyond any amendments and modifications reflected in true and complete copies of such Plans made available to Buyer) any Plan; 3.8.3.10 entered into any employment agreement or collective bargaining agreement or granted any increase in excess of $10,000 in the salary or bonus opportunity of any officer or management level employee of Seller (or increase in excess of $10,000 in the case of interim statements any non-management employee) or, other than in the ordinary course of business, paid or committed to normal year-end adjustments pay any bonus to any officer or employee; 3.8.3.11 changed in any material fashion the manner in which the Business has been conducted, including collection of accounts receivable or payment of accounts payable; 3.8.3.12 changed the accounting principles, methods or practices or any change in the depreciation or amortization policies or rates; 3.8.3.13 changed the relationship with any customer or supplier that could reasonably be expected to result in a Material Adverse Effect; or 3.8.3.14 made any tax election (other than in the effect ordinary course of which will notbusiness), individually changed any annual accounting period, adopted or changed any method of accounting, filed any amended tax return, entered into or executed any closing or settlement agreement, surrendered any right to claim a refund, or consented to extend or waive a statute of limitations period applicable to any claim or assessment, in each case, with respect to taxes; or 3.8.3.15 committed (orally or in the aggregate, be materially adverse)). (cwriting) The Purchased Companies have no Liabilities of to any nature, whether accrued, absolute, contingent, anticipated or otherwise, whether due or to become due, that would be required to be disclosed in financial statements or footnotes thereto prepared in accordance with GAAP, except for those (i) reflected or reserved against in the Interim Balance Sheets, (ii) incurred after the date of the Interim Balance Sheets in the Ordinary Course of Business and (iii) incurred in connection with the Contemplated Transactionsforegoing. (d) The books of account, minute books, member record books and other books and records of the Purchased Companies are kept in the Ordinary Course of Business in accordance with reasonable business practices and applicable Laws. (e) There has been no Material Adverse Effect since the date of the Interim Balance Sheets.

Financial Statements; Books and Records. Attached hereto as Exhibit D are the following financial statements (a) Section 2.6(a) of collectively the Disclosure Schedule contains an accurate copy of "Financial Statements"): (i) the consolidated, audited consolidated and unaudited consolidating balance sheets and statements of the Company income, changes in stockholders' equity, and its Subsidiaries cash flow as of and for the fiscal years ended December 31, 2017, December 31, 2016 1995 and December 31, 2015 1996 (the “Balance Sheets”"Most Recent Fiscal Year End") and the related, consolidated, audited statement of income for the years then endedSeller, (ii) the consolidated, unaudited balance sheet of the Company and its Subsidiaries as of December 31, 2018 (the “Interim Balance Sheets“) and the related, consolidated unaudited statement of income for the 12-month period then ended (collectively, the “Financial Statements”). (b) The Financial Statements: (i) fairly present the financial condition of the Purchased Companies as of the dates, and the results of their operations and cash flows for the periods indicated therein; and (ii) unaudited consolidated and consolidating balance sheets and statements of income, and cash flow (the "Most Recent Financial Statements") as of and for the one month ended January 31, 1998 (the "Most Recent Fiscal Month End") for the Seller. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved covered thereby, are correct and complete, and are consistent with the books and records of the Seller (which books and records are correct and complete); provided, however, that the interim Financial Statements are subject to the absence of footnote disclosure and in the case of interim statements to normal year-year- end adjustments (the effect of which will notnot be material) and lack footnotes and other presentation items. None of the records, individually systems, data or in information of the aggregateSeller is recorded, be materially adverse)). (c) The Purchased Companies have no Liabilities of any naturestored, whether accruedmaintained, absolute, contingent, anticipated operated or otherwise, whether due wholly or to become duepartly, that would be required to be disclosed in financial statements dependent on or footnotes thereto prepared in accordance with GAAPheld or accessible by any means (including, except for those (ibut not limited to, an electronic, mechanical or photographic process, computerized or not) reflected or reserved against in which are not under the Interim Balance Sheets, (ii) incurred after the date exclusive ownership and direct control of the Interim Balance Sheets in the Ordinary Course of Business and (iii) incurred in connection with the Contemplated Transactions. (d) Seller. The books of account, minute books, member record books and other books and material business records of the Purchased Companies Seller are kept in the Ordinary Course of Business complete and correct and have been maintained in accordance with sound business practices. The Seller has: (i) made and kept its books, records and accounts, which, in reasonable business practices detail, accurately and fairly reflect the transactions and dispositions of its assets, and (ii) devised and maintained a system of internal accounting control sufficient to provide reasonable assurances that: (w) transactions are executed in accordance with management's general or specific authorization; (x) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP or any other criteria applicable Lawsto such statements, and (B) to maintain accountability for assets; (y) access to assets is permitted only in accordance with management's general or specific authorization; and (z) the recorded accountability for assets as compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (e) There has been no Material Adverse Effect since the date of the Interim Balance Sheets.

Financial Statements; Books and Records. (a) Set forth in Section 2.6(a) 3.04 of the Disclosure Schedule contains an accurate copy of are the following financial statements (i) the consolidated, audited balance sheets of the Company and its Subsidiaries as of December 31, 2017, December 31, 2016 and December 31, 2015 (the “Balance Sheets”) and the related, consolidated, audited statement of income for the years then ended, (ii) the consolidated, unaudited balance sheet of the Company and its Subsidiaries as of December 31, 2018 (the “Interim Balance Sheets“) and the related, consolidated unaudited statement of income for the 12-month period then ended (collectively, the “Financial Statements”). ) of Flotec: (a) unaudited balance sheets and statements of income, changes in stockholders’ equity and cash flow as of and for the fiscal years ended December 31, 2008 and 2009; and (b) unaudited balance sheet (the “Most Recent Balance Sheet”) and statements of income, changes in stockholders’ equity and cash flow (the “Interim Financial Statements”) as of and for the nine months ended September 30, 2010 (the “Balance Sheet Date”). The Financial Statements: (i) fairly present the financial condition of the Purchased Companies as of the dates, and the results of their operations and cash flows for the periods indicated therein; and (ii) Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved covered thereby, present fairly Flotec’s financial condition as of such dates and Flotec’s results of operations for such periods and are correct, complete and consistent with Flotec’s books and records; provided, however, that (i) the Financial Statements do not include footnotes, (ii) the 2008 statement of income has been prepared on a pro forma basis reflecting a full twelve months’ of activity as if Deep Down owned Flotec since January 1, 2008, (iii) the 2008 Financial Statements will not include a statement of cash flow and (iv) the Interim Financial Statements are subject to the absence of footnote disclosure and in the case of interim statements to normal year-end adjustments (the effect of which will not, are not expected to be material individually or in the aggregate). Flotec is not now insolvent, nor will Flotec be materially adverse))rendered insolvent by any of the Transactions. A person is “insolvent” for purposes of this Section when the sum of its liabilities and obligations is greater than a fair valuation of all of its property. (cb) The Purchased Companies have no books of account and other financial records of Flotec: (i) reflect all items of income and expense and all assets and Liabilities of any nature, whether accrued, absolute, contingent, anticipated or otherwise, whether due or to become due, that would be required to be disclosed in financial statements or footnotes thereto prepared reflected therein in accordance with GAAP, except for those (i) reflected or reserved against in GAAP applied on a basis consistent with the Interim Balance Sheetspast practices of Flotec, (ii) incurred after the date of the Interim Balance Sheets are in the Ordinary Course of Business all material respects complete and correct, and do not contain or reflect any material inaccuracies or discrepancies and (iii) incurred in connection with the Contemplated Transactions. (d) The books of account, minute books, member record books and other books and records of the Purchased Companies are kept in the Ordinary Course of Business have been maintained in accordance with reasonable good business practices and applicable Lawsaccounting practices. (e) There has been no Material Adverse Effect since the date of the Interim Balance Sheets.

Financial Statements; Books and Records. (a) Section 2.6(a) of the Disclosure Schedule contains an accurate copy of (i) the consolidated, audited balance sheets of the Company and its Subsidiaries as of December 31, 2017, December 31, 2016 and December 31, 2015 (the “Balance Sheets”) and the related, consolidated, audited statement of income Except for the years then endedManagement Accounts in relation to Section 3.14(a)(i), (ii) the consolidated, unaudited balance sheet of the Company and its Subsidiaries as of December 31, 2018 (the “Interim Balance Sheets“) and the related, consolidated unaudited statement of income for the 12-month period then ended (collectivelyiii), the “Consulting Financial Statements”).: (b) The Financial Statements: (i) fairly present comply with the financial condition provisions of the Purchased Companies as of the dates, and the results of their operations and cash flows for the periods indicated therein; and Act 1985 anx xxx xxher relevant statutes; (ii) have been prepared in accordance with U.K. GAAP applied consistently applied; (iii) are complete and accurate in all material respects; and (iv) show a true and fair view of the state of affairs of Consulting as at the Balance Sheet Date and of the profit or loss of the Consulting for the accounting period ended on a consistent basis throughout that date. (b) The values placed on the periods involved (subject to the absence current assets of footnote disclosure and Consulting in the case Consulting Financial Statements are not in excess of interim statements to normal year-end adjustments (their market values at the effect Balance Sheet Date nor their market values at the date of which will not, individually or in the aggregate, be materially adverse))this Agreement. (c) The Purchased Companies have no Liabilities To the knowledge of any naturethe Consulting Shareholders, whether accrued, absolute, contingent, anticipated or otherwise, whether due or to become due, that would be required to be disclosed in financial statements or footnotes thereto prepared in accordance with GAAP, except for those the results shown by the Consulting Financial Statements were not materially affected by: (i) reflected or reserved against in the Interim Balance Sheets, transactions of a nature not usually undertaken by Consulting; (ii) incurred after the date circumstances of the Interim Balance Sheets in the Ordinary Course of Business and an extraordinary, exceptional or non-recurring nature; (iii) incurred charges or credits relating to prior years; or (iv) any change in connection with the Contemplated Transactionsbasis of accounting. (d) The books Consulting maintains a system of accountinternal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed with management's authorizations, minute books, member record books and other books and records (ii) transactions are recorded as necessary to permit preparation of the Purchased Companies are kept in the Ordinary Course of Business audited financial statements in accordance with U.K. GAAP and Companies Act 1985 anx xx xxxntain accountability for assets, (iii) access to assets is permitted only in accordance with management's authorization and (iv) the recorded accountability for assets is compared with existing assets at reasonable business practices intervals and applicable Lawsappropriate action is taken with respect to any differences. (e) There The Books and Records, in reasonable detail, accurately and fairly reflect the activities of Consulting and the Business and have been provided to Intelligroup for its inspection. (f) To the knowledge of the Consulting Shareholders, Consulting has not engaged in any transaction, maintained any bank account or used any corporate funds except for transactions, bank accounts or funds which have been no Material Adverse Effect since and are reflected in the normally maintained Books and Records. (g) To the knowledge of the Consulting Shareholders, the stock records and minute books of Consulting that are made available to Intelligroup have been accurately and properly maintained and fully reflect all minutes of meetings, resolutions and other material actions and proceedings of their respective shareholders and boards of directors and all committees thereof, all issuances, transfers and redemptions of share capital of which Consulting and any of the Consulting Shareholders are aware and contain true, correct and complete copies of their respective Articles of Incorporation and Bylaws and all amendments thereto through the date of the Interim Balance Sheetshereof.

Financial Statements; Books and Records. (a) Section 2.6(a) MINUTE BOOKS Except as Previously Disclosed, the Purchaser Financial Statements filed by Purchaser in SEC documents prior to the date of this Agreement fairly present, and the Purchaser Financial Statements filed by Purchaser in SEC Documents after the date of the Disclosure Schedule contains an accurate copy Agreement shall fairly present the consolidated financial position of (i) the consolidated, audited balance sheets of the Company Purchaser and its consolidated Subsidiaries as of December 31, 2017, December 31, 2016 and December 31, 2015 (the “Balance Sheets”) dates indicated and the related, consolidated, audited statement of income for the years then ended, (ii) the consolidated, unaudited balance sheet of the Company and its Subsidiaries as of December 31, 2018 (the “Interim Balance Sheets“) and the related, consolidated unaudited statement of income for the 12-month period then ended (collectively, the “Financial Statements”). (b) The Financial Statements: (i) fairly present the financial condition of the Purchased Companies as of the dates, and the results of their operations operations, changes in shareholders' equity and cash flows of Purchaser and its consolidated Subsidiaries for the periods indicated therein; then ended and (ii) have each such financial statement has been or shall be, as the case may be, prepared in accordance conformity with GAAP generally accepted accounting principles applicable to financial institutions applied on a consistent basis throughout the periods involved (subject to the absence of footnote disclosure except as disclosed therein and except in the case of interim statements to normal yearunaudited statements, as permitted by Form 10-end adjustments (the effect of which will notQ. Except as Previously Disclosed, individually or in the aggregatesince June 30, be materially adverse)). (c) The Purchased Companies have no Liabilities of any nature, whether accrued, absolute, contingent, anticipated or otherwise, whether due or to become due, that would be required to be disclosed in financial statements or footnotes thereto prepared in accordance with GAAP, except for those 2002 there has not been (i) reflected any change by Purchaser in accounting methods, principles or reserved against practices, except as required by applicable law or official interpretations thereof or except as required by changes in the Interim Balance Sheets, generally accepted accounting principles applicable to financial institutions; or (ii) incurred after the date of the Interim Balance Sheets other than in the Ordinary Course ordinary course of Business and (iii) incurred in connection business of Purchaser consistent with the Contemplated Transactions. (d) past practice, any entry by Purchaser into any contract, transaction or commitment, including any loan, lease, purchase or sale of assets, borrowing or capital expenditure, which would have a Material Adverse Effect on Purchaser. The books of account, minute books, member record books and other books and records of Purchaser and each Purchaser Subsidiary fairly reflect in all material respects the Purchased Companies transactions to which it is a party or by which its properties are subject or bound. Such books and records have been properly kept and maintained and are in compliance in all material respects with all applicable legal and accounting requirements. The minute books of Purchaser and the Ordinary Course Purchaser Subsidiaries contain records which are accurate in all material respects of Business in accordance with reasonable business practices all corporate actions of their respective shareholders and applicable LawsBoard of Directors (including committees of their Board of Directors). (e) There has been no Material Adverse Effect since the date of the Interim Balance Sheets.

Financial Statements; Books and Records. Attached hereto as Exhibit D are the following financial statements (a) Section 2.6(a) of collectively the Disclosure Schedule contains an accurate copy of "Financial Statements"): (i) the consolidated, audited consolidated and unaudited consolidating balance sheets and statements of the Company income, changes in stockholders' equity, and its Subsidiaries cash flow as of and for the fiscal years ended December 31, 2017, December 31, 2016 1995 and December 31, 2015 1996 (the “Balance Sheets”"Most Recent Fiscal Year End") and the related, consolidated, audited statement of income for the years then endedSeller, (ii) the consolidated, unaudited balance sheet of the Company and its Subsidiaries as of December 31, 2018 (the “Interim Balance Sheets“) and the related, consolidated unaudited statement of income for the 12-month period then ended (collectively, the “Financial Statements”). (b) The Financial Statements: (i) fairly present the financial condition of the Purchased Companies as of the dates, and the results of their operations and cash flows for the periods indicated therein; and (ii) unaudited consolidated and consolidating balance sheets and statements of income, and cash flow (the "Most Recent Financial Statements") as of and for the one month ended January 31, 1998 (the "Most Recent Fiscal Month End") for the Seller. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved covered thereby, are correct and complete, and are consistent with the books and records of the Seller (which books and records are correct and complete); provided, however, that the interim Financial Statements are subject to the absence of footnote disclosure and in the case of interim statements to normal year-end adjustments (the effect of which will notnot be material) and lack footnotes and other presentation items. None of the records, individually systems, data or in information of the aggregateSeller is recorded, be materially adverse)). (c) The Purchased Companies have no Liabilities of any naturestored, whether accruedmaintained, absolute, contingent, anticipated operated or otherwise, whether due wholly or to become duepartly, that would be required to be disclosed in financial statements dependent on or footnotes thereto prepared in accordance with GAAPheld or accessible by any means (including, except for those (ibut not limited to, an electronic, mechanical or photographic process, computerized or not) reflected or reserved against in which are not under the Interim Balance Sheets, (ii) incurred after the date exclusive ownership and direct control of the Interim Balance Sheets in the Ordinary Course of Business and (iii) incurred in connection with the Contemplated Transactions. (d) Seller. The books of account, minute books, member record books and other books and material business records of the Purchased Companies Seller are kept in the Ordinary Course of Business complete and correct and have been maintained in accordance with sound business practices. The Seller has: (i) made and kept its books, records and accounts, which, in reasonable business practices detail, accurately and fairly reflect the transactions and dispositions of its assets, and (ii) devised and maintained a system of internal accounting control sufficient to provide reasonable assurances that: (w) transactions are executed in accordance with management's general or specific authorization; (x) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP or any other criteria applicable Lawsto such statements, and (B) to maintain accountability for assets; (y) access to assets is permitted only in accordance with management's general or specific authorization; and (z) the recorded accountability for assets as compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (e) There has been no Material Adverse Effect since the date of the Interim Balance Sheets.

Financial Statements; Books and Records. (a) Section 2.6(a) of the Disclosure Schedule contains an accurate copy of (i) the consolidated, audited balance sheets of the Company PMG has provided GEE and its Subsidiaries as Affiliates with the following financial statements, correct and complete copies of December 31, 2017, December 31, 2016 and December 31, 2015 which are set forth on Schedule 3.2(f)(i) (the “Balance Sheets”) and the related, consolidated, audited statement of income for the years then ended, (ii) the consolidated, unaudited balance sheet of the Company and its Subsidiaries as of December 31, 2018 (the “Interim Balance Sheets“) and the related, consolidated unaudited statement of income for the 12-month period then ended (collectively, collectively the “Financial Statements”). ): (bA) The Financial Statements: (i) fairly present the financial condition audited consolidated balance sheets and related consolidated statements of the Purchased Companies as of the datesincome, and the results of their operations changes in stockholders’ equity and cash flows for PMG as of and for each calendar year ended December 31, 2009, 2010, 2011 and 2012 (the periods indicated therein; “Year-End Financial Statements”) (with the calendar year ended December 31, 2012 being the “Most Recent Fiscal Year End”), (B) unaudited year-to-date consolidated balance sheets and related consolidated statements of income, changes in stockholders’ equity and cash flows for PMG as of and for the quarter ended March 31, 2013 (with March 31, 2013 being the “Latest Balance Sheet Date” and the March 31, 2013 unaudited balance sheet being the “Latest Balance Sheet”) (C) the unaudited consolidated balance sheets and related consolidated statements of income, changes in stockholders’ equity and cash flows for each of the other PMG Companies as of and for each calendar year ended December 31, 2009, 2010, 2011 and 2012 and (iiD) the unaudited year-to-date consolidated balance sheets and related consolidated statements of income, changes in stockholders’ equity and cash flows for each of the other PMG Companies as of and for the quarter ended March 31, 2013. The Financial Statements are correct and complete, have been prepared in accordance with GAAP GAAP, consistently applied on a consistent basis throughout the period indicated, and fairly present in all material respects the financial condition and results of operations and cash flows of PMG as of the respective dates thereof and for the periods involved (subject referred to the absence of footnote disclosure and in the case of interim statements to normal year-end adjustments (the effect of which will not, individually or in the aggregate, be materially adverse))therein. (cii) The Purchased Companies books and records of each PMG Company are and have no Liabilities of any nature, whether accrued, absolute, contingent, anticipated or otherwise, whether due or to become due, that would be required to be disclosed been properly prepared and maintained in form and substance adequate for preparing audited financial statements or footnotes thereto prepared in accordance with GAAP, except for those (i) reflected or reserved against in the Interim Balance Sheets, (ii) incurred after the date and fairly and accurately reflect all of the Interim Balance Sheets in assets and Liabilities of each of the Ordinary Course PMG Companies and all contracts and transactions to which the Company is or was a party or by which the Company or any of Business and (iii) incurred in connection with the Contemplated Transactions. (d) its businesses or assets are or were affected. The books of account, minute books, member record books and other books and records of the Purchased Companies governing body of each PMG Company correctly reflects all resolutions adopted and all other material actions taken at all meetings or through written consents of the governing bodies (including committees thereof) and the equity holders of such PMG Company. The equity transfer book and/or equity ledger of each PMG Company is complete and correctly reflects all issuances and transfers of the membership interests or other equity securities of such PMG Company. All title deeds relating to the assets of each PMG Company, and executed copies of all agreements to which such PMG Company is a party, and the original copies of all other documents that are kept related in any manner to the Business (including a copy of every note, lien, charge, mortgage, or other instrument evidencing or creating any Lien over any property of any PMG Company) are in the Ordinary Course possession of Business in accordance with reasonable business practices and applicable LawsPMG. (e) There has been no Material Adverse Effect since the date of the Interim Balance Sheets.

Financial Statements; Books and Records. (a) Section 2.6(aThe Seller has previously furnished to the Buyer copies of consolidated financial statements (including a year end balance sheet, an annual statement of income, statement of preferred stock and stockholders’ equity and statements of cash flows) of each member of the Disclosure Schedule contains an accurate copy of Company Group (i) for the consolidated, audited balance sheets of the Company and its Subsidiaries as of year ended December 31, 20172003, which statements were audited by the Seller Accountants and (ii) for the 10 months ended December 31, 2016 2001 and the year ended December 31, 2015 2002, which statements were audited by the Seller Accountants (the “Balance Sheets”) and the related, consolidated, audited statement of income for the years then ended, (ii) the consolidated, unaudited balance sheet of the Company and its Subsidiaries as of December 31, 2018 (the “Interim Balance Sheets“) and the related, consolidated unaudited statement of income for the 12-month period then ended (collectively, the “Financial Audited Statements”). (b) The Seller has also previously furnished to the Buyer consolidated financial statements of the Company Group, containing a balance sheet and statement of income for the three month period ended March 31, 2004 (the “First Quarter Interim Statements”) and a balance sheet and statement of income for the one month period ended April 30, 2004 (together with the First Quarter Interim Statements, the “Interim Statements”). Each of the financial statements listed in this paragraph is attached in Section 4.6(b) of the Seller Disclosure Letter. (c) The financial statements referred to in Section 4.6(a) and (b) (collectively, the “Financial Statements: (i) fairly present the financial condition of the Purchased Companies as of the dates, and the results of their operations and cash flows for the periods indicated therein; and (ii”) have been prepared in accordance with GAAP Accounting Principles (which are in accordance with GAAP) applied on a consistent basis throughout from period to period, except that the periods involved (Interim Statements are subject to the absence of footnote disclosure and in the case of interim statements to normal year-end adjustments (the effect audit adjustments, none of which will notbe material, individually or and do not contain footnotes. The Financial Statements fairly present in all material respects the aggregate, be materially adverse)). (c) The Purchased Companies have no Liabilities of any nature, whether accrued, absolute, contingent, anticipated or otherwise, whether due or to become due, that would be required to be disclosed in financial statements or footnotes thereto prepared in accordance with GAAP, except for those (i) reflected or reserved against in the Interim Balance Sheets, (ii) incurred after the date condition of the Interim Balance Sheets in Company Group at the Ordinary Course respective dates thereof and the results of Business and (iii) incurred in connection with operations of the Contemplated TransactionsCompany Group for the periods then ended. (d) The books of account, minute books, member record books account and other books and financial records of each member of the Purchased Companies Company Group are kept complete and correct in all material respects and have been (and until the Ordinary Course of Business Closing Date will be) maintained in accordance with reasonable sound business practices and applicable Lawsprepared on a consistent basis with the Accounting Principles used to prepare the Financial Statements. (e) There has been no Material Adverse Effect since the date of the Interim Balance Sheets.