Common use of Financial Statements; Internal Controls Clause in Contracts

Financial Statements; Internal Controls. (a) Section 3.06(a) of the Seller Disclosure Schedules sets forth (i) the Company’s audited financial statements consisting of the balance sheets of the Company as of March 31, 2020 and March 31, 2021 and the related statement of operations, statement of changes in stockholders’ equity and statement of cash flows for the fiscal years then ended (the “Audited Financial Statements”), and (ii) the Company’s unaudited consolidated financial statements consisting of the balance sheet of the Company as of June 30, 2021 and the statement of profits and losses for the three-month period then ended (the “Unaudited Financial Statements” and together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements (including the related notes and schedules thereto) (x) have been prepared from the books and records of the Company, (y) have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved (except as may be noted therein), subject, in the case of the Unaudited Financial Statements, to normal and recurring year-end adjustments, none of which shall be material, individually or in the aggregate, and the absence of notes and (z) fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The balance sheet of the Company as of March 31, 2021 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date”. (b) Section 3.06(b) of the Seller Disclosure Schedules sets forth the unaudited management accounts of the Company, extracted from the reporting system of the Company, as of August 31, 2021 and for the five-month period then ended (the “Management Accounts”). The Management Accounts (i) have been prepared from the books and records of the Company, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved (except as may be noted therein), subject to normal and recurring year-end adjustments, none of which shall be material, individually or in the aggregate, and the absence of notes, and (iii) having regard for the purpose for which such financial information was prepared, do not (A) materially overstate the value of the assets nor materially understate the liabilities of the Company as at the dates to which they were prepared, or (B) materially overstate the profits or materially understate the losses of the Company in respect of the periods to which the relate. (c) The Company has a system of internal controls over financial reporting that is sufficient to comply in all material respects with all legal and accounting requirements applicable to the business of the Company and provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP consistently applied and (ii) of the prevention or timely detection of the unauthorized acquisition, use or disposition of the assets of the Company. The Company has not identified (x) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s preparation of financial statements or internal controls over financial reporting. (d) Since January 1, 2019, the Company has not received any material complaint, allegation, assertion or written claim regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of the Company or its internal accounting controls, including any material complaint, allegation, assertion or written claim that the Company has engaged in questionable accounting or auditing practices. (e) The Company is not a party to, or has any commitment to become a party to, any off-balance sheet partnership or any similar Contract or arrangement, where the result, purpose or intended effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its financial statements, including the Financial Statements.

Financial Statements; Internal Controls. (a) Section 3.06(a) of the Seller Disclosure Schedules sets forth (i) the Company’s audited financial statements consisting Seller has previously delivered to Purchaser true and complete copies of the (A) its balance sheets of the Company as of March December 31, 2020 2011, 2012 and March 31, 2021 2013 and the related statement statements of operations, statement of changes in stockholders’ equity and statement of cash flows for the fiscal years then ended, including the footnotes thereto, if any, additional or supplemental information supplied therewith and the report prepared in connection therewith by the independent certified public accountants auditing such financial statements; and (B) its interim unaudited monthly financial reports and financial statements for the period beginning after December 31, 2013 and ended on June 30, 2014. The documents described in clauses (A) and (B) above (collectively, the “Audited Seller Financial Statements”)): 1) are true, complete and (iicorrect; 2) the Company’s unaudited consolidated financial statements consisting of the balance sheet of the Company as of June 30, 2021 and the statement of profits and losses for the three-month period then ended (the “Unaudited Financial Statements” and together are in accordance with the Audited Financial Statements, the “Financial Statements”). The Financial Statements (including the related notes and schedules thereto) (x) have been prepared from the books and records of Seller; 3) present fairly and accurately in all material respects the Companyassets, liabilities, revenues, expenses and financial condition of Seller as of the dates thereof, and the results of operations for the periods then ended; 4) were prepared on a consistent basis throughout the periods involved (yexcept as noted therein and except as indicated in the case of unaudited statements to normal recurring audit adjustments and the absence of footnotes); and 5) have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved GAAP. (except as may be noted thereinii) Neither Seller nor any of its Subsidiaries has any material liability (whether absolute, accrued, contingent or otherwise and whether due or to become due), subject, in except for those liabilities that are reflected on or reserved against the case of the Unaudited Financial Statements, to normal and recurring year-end adjustments, none of which shall be material, individually or in the aggregate, and the absence of notes and (z) fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The consolidated balance sheet of Seller for the Company as fiscal quarter ended June 30, 2014 (including any notes thereto) and for liabilities incurred in the ordinary course of March 31business consistent with past practice since June 30, 2021 is referred to herein as the “Balance Sheet” 2014 or in connection with this Agreement and the date thereof as the “Balance Sheet Date”transactions contemplated hereby. (biii) Section 3.06(bThe records, systems, controls, data and information of Seller and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Seller or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on the Seller Disclosure Schedules sets forth the unaudited management accounts of the Company, extracted from the reporting system of the Company, as of August 31, 2021 and for the five-month period then ended (the “Management Accounts”internal accounting controls described below in this Section 5.02(g)(iii). The Management Accounts Seller (iA) have been prepared from has implemented and maintains disclosure controls and procedures to ensure that material information relating to Seller, including its consolidated Subsidiaries, is made known to the books and records of the Company, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved (except as may be noted therein), subject to normal and recurring year-end adjustments, none of which shall be material, individually or in the aggregate, chief executive officer and the absence chief financial officer of notesSeller by others within those entities, and (iii) having regard for the purpose for which such financial information was prepared, do not (A) materially overstate the value of the assets nor materially understate the liabilities of the Company as at the dates to which they were prepared, or (B) materially overstate the profits or materially understate the losses of the Company in respect of the periods to which the relate. (c) The Company has a system of internal controls over financial reporting that is sufficient to comply in all material respects with all legal and accounting requirements applicable disclosed, based on its most recent evaluation prior to the business date hereof, to Seller’s outside auditors and the audit committee of the Company and provide reasonable assurance Seller’s Board of Directors (i) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP consistently applied and (ii) of the prevention or timely detection of the unauthorized acquisition, use or disposition of the assets of the Company. The Company has not identified (xy) any significant deficiencies or and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect Seller’s ability to record, process, summarize and report financial information and (yz) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanySeller’s preparation of financial statements or internal controls over financial reporting. These disclosures were made in writing by management to Seller’s auditors and audit committee and a copy has previously been made available to Purchaser. (div) Since January 1December 31, 20192013, (A) through the Company date hereof, neither Seller nor any of its Subsidiaries nor, to Seller’s knowledge, any director, officer, employee, auditor, accountant or representative of Seller or any of its Subsidiaries has not received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written claim or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of the Company Seller or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or written claim that the Company Seller or any of its Subsidiaries has engaged in questionable accounting or auditing practices. , and (eB) The Company is not a party to, or has any commitment to become a party to, any off-balance sheet partnership no attorney representing Seller or any of its Subsidiaries, whether or not employed by Seller or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar Contract violation by Seller or arrangementany of its Subsidiaries or any of their respective officers, where directors, employees or agents to the result, purpose Board of Directors of Seller or intended effect any committee thereof or to any director or officer of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its financial statements, including the Financial StatementsSeller.

Financial Statements; Internal Controls. (a) Attached hereto as Section 3.06(a) of the Seller Disclosure Schedules sets forth (i) the Company’s audited financial statements consisting of the balance sheets 4.05 of the Company as Disclosure Schedule are true and complete copies of March 31, 2020 and March 31, 2021 the following financial statements (such statements and the notes related thereto, the “Company Financial Statements”): the audited consolidated financial statements of the Company, which comprise the Group (being the Company and its Subsidiaries and their interests in associates and joint ventures) income statement, Group statement of operationscomprehensive income, Group statement of financial position, Group statement of changes in stockholders’ equity and equity, Group statement of cash flows flows, and related notes, for the fiscal years then ended (the “Audited Financial Statements”)ended, and (ii) the Company’s unaudited consolidated financial statements consisting of the balance sheet of the Company as of June 30, 2021 and the statement of profits and losses for the three-month period then ended (the “Unaudited Financial Statements” and together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements (including the related notes and schedules thereto) (x) have been prepared from the books and records of the Company, (y) have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved (except as may be noted therein), subject, in the case of the Unaudited Financial Statements, to normal and recurring year-end adjustments, none of which shall be material, individually or in the aggregate, and the absence of notes and (z) fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The balance sheet of the Company as of March 31, 2021 is referred to herein as 2010, March 31, 2011, March 31, 2012, including the “Balance Sheet” directors’ responsibilities statements and the date thereof as the “Balance Sheet Date”unqualified statutory auditor’s reports related thereto. (b) Section 3.06(b) of the Seller Disclosure Schedules sets forth the unaudited management accounts of the Company, extracted from the reporting system of the Company, as of August Since March 31, 2021 and for 2009, the five-month period then ended (the “Management Accounts”). The Management Accounts Company Financial Statements (i) have been prepared from and for the periods covered thereby are in accordance in all material respects with the books and records of the CompanyCompany and its consolidated Subsidiaries, (ii) have been prepared in accordance with GAAP IFRS applied on a consistent basis throughout the period involved periods covered thereby (except as may be noted therein), subject to normal and recurring year-end adjustments, none of which shall be material, individually or expressly indicated in the aggregate, and the absence of notes, notes thereto) and (iii) having regard for the purpose for which such financial information was prepared, do not (A) materially overstate the value give a true and fair view of the assets nor materially understate the liabilities consolidated financial position of the Company and its Subsidiaries as at of the dates to which they were prepared, or (B) materially overstate thereof and their consolidated results of operations and the profits or materially understate the losses of the Company in respect of cash flows for the periods to which the relatethen ended in accordance with IFRS. (c) The Since March 31, 2009, the books of account, minute books and other records of the Company has a system and each other member of internal controls over financial reporting that is sufficient the AB Group and, to comply the Knowledge of the Company, each AB Principal JV, are complete and correct in all material respects in accordance with all legal Applicable Law, and accounting requirements applicable to have recorded therein the business results of operations and the assets and liabilities of the Company and provide reasonable assurance (i) that transactions are recorded each other member of the AB Group and, to the Knowledge of the Company, each AB Principal JV, as necessary applicable, required to permit preparation of financial statements be reflected in accordance with GAAP consistently applied and (ii) IFRS in all material respects. Since March 31, 2009, each of the prevention or timely detection Company and the other members of the unauthorized acquisitionAB Group and, use or disposition of to the assets Knowledge of the Company. The Company , each AB Principal JV, has not identified (x) any significant deficiencies or material weaknesses in the design or operation maintained a system of accounting and internal controls over effective to provide reasonable assurances regarding the reliability of the consolidated financial reporting and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s preparation of the consolidated financial statements or internal controls over financial reportingof the Company and its consolidated Subsidiaries in accordance with IFRS in all material respects. (d) Since January 1March 31, 20192009, neither the Company nor any other member of the AB Group nor, to the Knowledge of the Company, any AB Principal JV, has not received any material complaint, allegation, assertion or written claim regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of the Company or its any other member of the AB Group or any AB Principal JV, or their respective internal accounting controls, including relating to periods after March 31, 2009, except for any material complaintcomplaints, allegationallegations, assertion assertions or written claim claims that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company has engaged in questionable accounting or auditing practicesMaterial Adverse Effect. (e) The Except as set forth on Section 4.05(e) of the Company Disclosure Schedule, neither the Company nor any other member of the AB Group is not a party to, or has any commitment to become a party to, any material off-balance sheet partnership or arrangements, or any similar Contract or arrangement, where the result, purpose or intended effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any other member of the AB Group, as applicable, in its their respective financial statements, statements (including the Company Financial Statements).

Financial Statements; Internal Controls. (a) Section 3.06(a) of the Seller Disclosure Schedules sets forth (i) the Company’s audited financial statements consisting Seller has previously delivered to Purchaser true and complete copies of the (A) its balance sheets of the Company as of March December 31, 2020 2004, 2005 and March 31, 2021 2006 and the related statement statements of operations, statement of changes in stockholders’ equity and statement of cash flows for the fiscal years then ended, including the footnotes thereto, if any, additional or supplemental information supplied therewith and the report prepared in connection therewith by the independent certified public accountants auditing such financial statements; and (B) its interim monthly financial reports and financial statements for the period beginning after December 31, 2006 and ended on September 30, 2007. The documents described in clauses (A) and (B) above (collectively, the “Audited Seller Financial Statements”)): 1) are true, complete and (iicorrect; 2) the Company’s unaudited consolidated financial statements consisting of the balance sheet of the Company as of June 30, 2021 and the statement of profits and losses for the three-month period then ended (the “Unaudited Financial Statements” and together are in accordance with the Audited Financial Statements, the “Financial Statements”). The Financial Statements (including the related notes and schedules thereto) (x) have been prepared from the books and records of Seller; 3) present fairly and accurately the Companyassets, (yliabilities, revenues, expenses and financial condition of Seller as of the dates thereof, and the results of operations for the periods then ended; 4) were prepared on a consistent basis throughout the periods involved; and 5) have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved GAAP. (except as may be noted thereinii) Neither Seller nor any of its Subsidiaries has any material liability (whether absolute, accrued, contingent or otherwise and whether due or to become due), subject, in except for those liabilities that are reflected or reserved against on the case of the Unaudited Financial Statements, to normal and recurring year-end adjustments, none of which shall be material, individually or in the aggregate, and the absence of notes and (z) fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The consolidated balance sheet of Seller included in its Quarterly Report on Form 10-Q for the Company as fiscal quarter ended September 30, 2007 (including any notes thereto) and for liabilities incurred in the ordinary course of March 31business consistent with past practice since September 30, 2021 is referred to herein as the “Balance Sheet” 2007 or in connection with this Agreement and the date thereof as the “Balance Sheet Date”transactions contemplated hereby. (biii) Section 3.06(bThe records, systems, controls, data and information of Seller and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Seller or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on the Seller Disclosure Schedules sets forth the unaudited management accounts of the Company, extracted from the reporting system of the Company, as of August 31, 2021 and for the five-month period then ended (the “Management Accounts”internal accounting controls described below in this Section 5.02(g)(iii). The Management Accounts Seller (iA) have been prepared from has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15 promulgated under the books and records of Exchange Act) to ensure that material information relating to Seller, including its consolidated Subsidiaries, is made known to the Company, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved (except as may be noted therein), subject to normal and recurring year-end adjustments, none of which shall be material, individually or in the aggregate, chief executive officer and the absence chief financial officer of notesSeller by others within those entities, and (iii) having regard for the purpose for which such financial information was prepared, do not (A) materially overstate the value of the assets nor materially understate the liabilities of the Company as at the dates to which they were prepared, or (B) materially overstate the profits or materially understate the losses of the Company in respect of the periods to which the relate. (c) The Company has a system of internal controls over financial reporting that is sufficient to comply in all material respects with all legal and accounting requirements applicable disclosed, based on its most recent evaluation prior to the business date hereof, to Seller’s outside auditors and the audit committee of the Company and provide reasonable assurance Seller’s Board of Directors (i) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP consistently applied and (ii) of the prevention or timely detection of the unauthorized acquisition, use or disposition of the assets of the Company. The Company has not identified (xy) any significant deficiencies or and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15 promulgated under the Exchange Act) that are reasonably likely to adversely affect Seller’s ability to record, process, summarize and report financial information and (yz) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanySeller’s preparation of financial statements or internal controls over financial reporting. These disclosures were made in writing by management to Seller’s auditors and audit committee and a copy has previously been made available to Purchaser. As of the date hereof, and except as Previously Disclosed, Seller knows of no reason related to Seller to believe that Seller’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to Sections 302, 404 and 906 of the Sxxxxxxx-Xxxxx Act, without qualification (except to extent expressly permitted by such rules and regulations), when next due. (div) Since January 1December 31, 20192006, (A) through the Company date hereof, neither Seller nor any of its Subsidiaries nor, to Seller’s knowledge, any director, officer, employee, auditor, accountant or representative of Seller or any of its Subsidiaries has not received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written claim or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of the Company Seller or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or written claim that the Company Seller or any of its Subsidiaries has engaged in questionable accounting or auditing practices. , and (eB) The Company is not a party to, or has any commitment to become a party to, any off-balance sheet partnership no attorney representing Seller or any of its Subsidiaries, whether or not employed by Seller or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar Contract violation by Seller or arrangementany of it Subsidiaries or any of their respective officers, where directors, employees or agents to the result, purpose Board of Directors of Seller or intended effect any committee thereof or to any director or officer of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its financial statements, including the Financial StatementsSeller.

Financial Statements; Internal Controls. (a) Section 3.06(a) The Company has previously made available to Parent copies of the Seller Disclosure Schedules sets forth (i) the Company’s audited financial statements consisting of the consolidated balance sheets of the Company as of March 31sheet, 2020 and March 31income statement, 2021 and the related statement of operations, statement of changes in stockholders’ equity and statement of cash flows and statement of shareholder’s equity (deficit) of the Company and the Company’s Subsidiaries for the fiscal years then ended (the “Audited Financial Statements”)June 30, 2014, June 30, 2013 and June 30, 2012, and (ii) the unaudited consolidated balance sheet and income statement of the Company and the Company’s unaudited consolidated financial statements consisting of the balance sheet of the Company as of June 30, 2021 and the statement of profits and losses Subsidiaries for the threenine-month period then ended March 31, 2015 (the “Unaudited Financial Statements” and together with the Audited Financial Statementscollectively, the “Financial Statements”). The Financial Statements (including the related notes and schedules thereto) (x) have been were prepared from in accordance with the books and records of the Company and the Company’s Subsidiaries, (y) and present fairly, in all material respects, the financial condition of the Company and the Company’s Subsidiaries as of the times and for the periods referred to therein. The Financial Statements have been prepared in accordance with GAAP GAAP, consistently applied on a consistent basis throughout and among the period involved (periods indicated, except as may be noted therein), subject, in that the case of unaudited statements exclude the Unaudited Financial Statements, to normal footnote disclosures and recurring any year-end adjustments, none adjustments required for GAAP (the effect of which shall will not be material, individually or in the aggregate, and the absence of notes and (z) fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The balance sheet of the Company as of March 31, 2021 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date”. (b) Section 3.06(b) of the Seller Disclosure Schedules sets forth the unaudited management accounts of the Company, extracted from the reporting system of the Company, as of August 31, 2021 and for the five-month period then ended (the “Management Accounts”materially adverse). The Management Accounts (i) have been prepared from the books and records of the Company, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved (except as may be noted therein), subject to normal and recurring year-end adjustments, none of which shall be material, individually or in the aggregate, and the absence of notes, and (iii) having regard for the purpose for which such financial information was prepared, do not (A) materially overstate the value of the assets nor materially understate the liabilities of the Company as at the dates to which they were prepared, or (B) materially overstate the profits or materially understate the losses of the Company in respect of the periods to which the relate. (c) The Company has established and maintains a system of “internal controls over financial reporting that is reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to comply in all material respects with all legal and accounting requirements applicable to the business of the Company and provide reasonable assurance (i) that transactions are recorded as necessary to permit regarding the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in accordance with GAAP consistently applied and GAAP, (ii) that receipts and expenditures of the Company are being made only in accordance with the authorization of the Company’s management and directors, and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets of the Company. The Company has not identified (x) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting and (y) any fraud, whether or not material, that involves management or other employees who could have a significant role in material effect on the Company’s preparation of financial statements or internal controls over financial reporting. (d) Since January 1, 2019, the Company has not received any material complaint, allegation, assertion or written claim regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of the Company or its internal accounting controls, including any material complaint, allegation, assertion or written claim that the Company has engaged in questionable accounting or auditing practices. (e) The Company is not a party to, or has any commitment to become a party to, any off-balance sheet partnership or any similar Contract or arrangement, where the result, purpose or intended effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its financial statements, including the Financial Statements.

Financial Statements; Internal Controls. (a) Section 3.06(a) The Company has made available to Ackrell in the Virtual Data Room true and complete copies of the Seller Disclosure Schedules sets forth (i) the Company’s audited financial statements consisting of the balance sheets of the Company as of March December 31, 2020 2019 and March as of December 31, 2021 2020, and the related statement statements of operations, statement of changes in stockholders’ equity operations and statement of cash flows of the Company for each of the fiscal years then ended (collectively, the “Audited Financial Statements”), and (ii) the Company’s unaudited consolidated financial statements consisting of the balance sheet of the Company as of June 30, 2021 and the statement of profits and losses for the three-month period then ended (the “Unaudited Financial Statements” and together with the Audited Financial Statements, the “Annual Financial Statements”). The Each of the Audited Annual Financial Statements (including the related notes and schedules thereto) (xi) have been prepared from the books and records of the Company, (y) have been was prepared in accordance with GAAP applied on a consistent basis throughout the period involved periods indicated (except as may be noted therein), subject, indicated in the case of the Unaudited Financial Statements, to normal and recurring year-end adjustments, none of which shall be material, individually or in the aggregate, and the absence of notes thereto) and (zii) fairly present presents, in all material respects respects, the financial condition position, results of operations and cash flows of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The balance sheet of the Company as of March 31, 2021 is referred to herein as the “Balance Sheet” and at the date thereof as the “Balance Sheet Date”. (b) Section 3.06(b) of the Seller Disclosure Schedules sets forth the unaudited management accounts of the Company, extracted from the reporting system of the Company, as of August 31, 2021 and for the five-month period then ended indicated therein, except as otherwise noted therein. Each of the PCAOB Audited Financials (as described in ‎Section 10.01(b)) (including the “Management Accounts”notes thereto). The Management Accounts , when delivered in accordance with this Agreement (i) have been prepared from the books and records of the Company, (ii) have been will be prepared in accordance with GAAP applied on a consistent basis throughout the period involved periods indicated (except as may be indicated in the notes thereto) and (ii) will fairly present, in all material respects, the financial position, results of operations and cash flows of the Company as of and at the date thereof and for the period indicated therein, except as otherwise noted therein. (b) The Company has made available to Ackrell in the Virtual Data Room true and complete copies of the unaudited balance sheet of the Company as of June 30, 2021 (the “Interim Financial Statements Date”), and the related unaudited statements of operations and cash flows of the Company for the three-month period then ended (collectively, the “Interim Financial Statements”), which are attached as ‎Section 7.07(b) of the Company Disclosure Schedule. The Interim Financial Statements were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except for the omission of footnotes, certain non-GAAP measures set forth therein and subject to year-end adjustments) and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company as of and at the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments. (c) Except as and to the extent set forth on the Audited Annual Financial Statements or the Interim Financial Statements, none or, when delivered, the PCAOB Audited Financials, the Company does not have any liability, debt or obligation of a nature (whether accrued, absolute, contingent or otherwise), whether or not required to be reflected on a consolidated balance sheet prepared in accordance with GAAP consistently applied and in accordance with past practice, except for: (i) liabilities that were incurred in the ordinary course of business consistent with past practice since the Interim Financial Statements Date, (ii) liabilities or obligations disclosed in ‎Section 7.07(c) of the Company Disclosure Schedule or (iii) such other liabilities and obligations which shall be materialwould not, individually or in the aggregate, and reasonably be expected to be material to the absence of notes, and (iii) having regard for the purpose for which such financial information was prepared, do not (A) materially overstate the value of the assets nor materially understate the liabilities Company. None of the Company as at the dates to which they were prepared, or (B) materially overstate the profits or materially understate the losses of the Company in respect of the periods to which the relate. (c) The Company has a system of internal controls over financial reporting that is sufficient to comply in all material respects with all legal and accounting requirements applicable to the business of the Company and provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP consistently applied and (ii) of the prevention or timely detection of the unauthorized acquisition, use or disposition of the assets of the Company. The Company has not identified (x) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s preparation of financial statements or internal controls over financial reporting. (d) Since January 1, 2019, the Company has not received any material complaint, allegation, assertion or written claim regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of the Company or its internal accounting controls, including any material complaint, allegation, assertion or written claim that the Company has engaged in questionable accounting or auditing practices. (e) The Company is not a party to, or has any commitment to become a party to, any off-contract or arrangement that would constitute an “off balance sheet partnership or any similar Contract or arrangement” (as defined in Item 303(a) of Regulation S-K under the Exchange Act), where the result, purpose or intended effect of such Contract contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company on the Audited Annual Financial Statements or the Interim Financial Statements, or, when delivered, the PCAOB Audited Financials. (d) Since December 31, 2018, (i) none of the Company or, to the Company’s knowledge, any director, officer, employee, auditor, accountant or Representative of the Company, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls, including any such complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Company Board or any committee thereof. (e) To the knowledge of the Company, no employee of the Company has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a). (f) All accounts receivable of the Company reflected on the Interim Financial Statements or arising thereafter have arisen from bona fide transactions in the ordinary course of business consistent with past practices and in accordance with GAAP and are collectible, subject to bad debts reserved in the Interim Financial Statements. To the knowledge of the Company, such accounts receivables are not subject to valid defenses, setoffs or counterclaims, other than routine credits granted for errors in ordering, shipping, pricing, discounts, rebates, returns in the ordinary course of business and other similar matters. The Company’s reserve for contractual allowances and doubtful accounts is adequate in all material respects and has been calculated in a manner consistent with past practices. Since December 31, 2020 the Company has not modified or changed in any material respect its sales practices or methods, including such practices or methods in accordance with which the Company sells goods, fills orders or record sales. (g) All accounts payable of the Company reflected on the Interim Financial Statements or arising thereafter are the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due or payable. Since December 31, 2020, none of the Company has altered in any material respects its practices for the payment of such accounts payable, including the timing of such payment. (h) The Company maintain systems of internal control over financial reporting that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that the Company maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of the Company’s management and the Company Board; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. The Company has made available to Ackrell a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of the Company to the Company’s respective independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of the Company to record, process, summarize and report financial data. The Company has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of the Company. Since December 31, 2020, there have been no material changes in the Company’s respective internal control over financial reporting. (i) Neither the Company (including any employee thereof) nor the Financial StatementsCompany’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the Company’s respective 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 foregoing. (j) The Company does not have any Indebtedness other than the Indebtedness set forth on Schedule7.07(j), which schedule sets for the amounts (including principal and any accrued but unpaid interest or other obligations) with respect to such Indebtedness. Except as disclosed on Schedule7.07(j), no Indebtedness of the Company contains any restriction upon (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by the Company, or (iii) the ability of the Company to grant any Lien on its properties or assets.

Financial Statements; Internal Controls. (a) Section 3.06(a) of the Seller Disclosure Schedules sets forth (i) the CompanyPark has previously delivered to Vision Bancshares true and complete copies of (A) Park’s audited financial statements consisting of the consolidated balance sheets of the Company as of March December 31, 2020 2003, 2004 and March 31, 2021 2005 and the related statement consolidated statements of income, changes in operations, statement of changes in stockholders’ equity and statement of cash flows for the fiscal years then ended (ended, including the “Audited Financial Statements”)footnotes thereto, if any, additional or supplemental information supplied therewith and the report prepared in connection therewith by the independent registered public accounting firm auditing such financial statements; and (iiB) the CompanyPark’s interim unaudited consolidated financial statements consisting of the balance sheet of the Company as of for three and six months ended June 30, 2021 2006. The documents described in clauses (A) and the statement of profits and losses for the three-month period then ended (the “Unaudited Financial Statements” and together with the Audited Financial StatementsB) above (collectively, the “Park Financial Statements”). The Financial Statements ): (including the related notes 1) are true, complete and schedules theretocorrect; (2) (x) have been prepared from are in accordance with the books and records of Park; (3) comply as to form in all material respects with applicable accounting requirements and the Companypublished rules and regulations of the SEC with respect thereto; (4) fairly and accurately present the consolidated financial condition of Park and its Subsidiaries as of the dates thereof, and their respective consolidated results of operations and cash flows for the periods then ended, as applicable (yexcept in each case as may be noted therein and subject, in the case of unaudited interim financial statements, to the absence of full footnotes and to normal year-end audit adjustments that are not material in amount or in effect); (5) were prepared on a consistent basis throughout the periods involved; and (6) have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout during the period periods involved (except in each case as may be noted therein), therein and subject, in the case of the Unaudited Financial Statementsunaudited interim financial statements, to the absence of full footnotes and to normal and recurring year-end adjustments, none of which shall be material, individually audit adjustments that are not material in amount or in the aggregate, and the absence of notes and (z) fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The balance sheet of the Company as of March 31, 2021 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date”effect). (bii) Section 3.06(bThe records, systems, controls, data and information of Park and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Park or one of its Subsidiaries or their respective accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on the Seller Disclosure Schedules sets forth the unaudited management accounts of the Company, extracted from the reporting system of the Company, as of August 31, 2021 and for the five-month period then ended (the “Management Accounts”internal accounting controls described below in this Section 5.03(f)(ii). The Management Accounts (i) Park and its Subsidiaries have been prepared from the books devised and records of the Company, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved (except as may be noted therein), subject to normal and recurring year-end adjustments, none of which shall be material, individually or in the aggregate, and the absence of notes, and (iii) having regard for the purpose for which such financial information was prepared, do not (A) materially overstate the value of the assets nor materially understate the liabilities of the Company as at the dates to which they were prepared, or (B) materially overstate the profits or materially understate the losses of the Company in respect of the periods to which the relate. (c) The Company has maintain a system of internal accounting controls over financial reporting that is sufficient to comply in all material respects with all legal and accounting requirements applicable to the business of the Company and provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including that: (iA) that transactions are executed only in accordance with management’s authorization; (B) transactions are recorded as necessary to permit preparation of the financial statements of Park and its Subsidiaries in accordance conformity with GAAP consistently applied with respect to any criteria applicable to such financial statements and to maintain accountability for the property and assets of Park and its Subsidiaries; (C) access to such property and assets is permitted only in accordance with management’s authorization; (D) the reporting of such property and assets is compared with existing property and assets at regular intervals and appropriate action is taken with respect to any differences; and (iiE) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. Park (1) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15 promulgated under the Exchange Act) to ensure that material information relating to Park and its Subsidiaries is made known to the management of Park by others within Park and its Subsidiaries as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Park SEC Documents, and (2) has disclosed, based on its most recent evaluation prior to the date hereof, to Park’s outside auditors and the audit committee of the prevention or timely detection of the unauthorized acquisition, use or disposition of the assets of the Company. The Company has not identified Park Board (xy) any significant deficiencies or and material weaknesses in the design or operation of internal controls control over financial reporting (as defined in Rule 13a-15 promulgated under the Exchange Act) that are reasonably likely to adversely affect Park’s ability to record, process, summarize and report financial information and (yz) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyPark’s preparation of financial statements or internal controls control over financial reporting. (d) Since January 1, 2019, the Company has not received any material complaint, allegation, assertion or written claim regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) . As of the Company or date hereof, there is no reason to believe that Park’s outside auditors and its internal accounting controlsprincipal executive officer and principal financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Sections 302, including any material complaint404 and 906 of the Sxxxxxxx-Xxxxx Act, allegationwithout qualification (except to the extent expressly permitted by such rules and regulations), assertion or written claim that the Company has engaged in questionable accounting or auditing practiceswhen next due. (e) The Company is not a party to, or has any commitment to become a party to, any off-balance sheet partnership or any similar Contract or arrangement, where the result, purpose or intended effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its financial statements, including the Financial Statements.

Financial Statements; Internal Controls. (a) Section 3.06(a) of the Seller Disclosure Schedules sets forth (i) the CompanyPark has previously delivered to Vision Bancshares true and complete copies of (A) Park’s audited financial statements consisting of the consolidated balance sheets of the Company as of March December 31, 2020 2003, 2004 and March 31, 2021 2005 and the related statement consolidated statements of income, changes in operations, statement of changes in stockholders’ equity and statement of cash flows for the fiscal years then ended (ended, including the “Audited Financial Statements”)footnotes thereto, if any, additional or supplemental information supplied therewith and the report prepared in connection therewith by the independent registered public accounting firm auditing such financial statements; and (iiB) the CompanyPark’s interim unaudited consolidated financial statements consisting of the balance sheet of the Company as of for three and six months ended June 30, 2021 2006. The documents described in clauses (A) and the statement of profits and losses for the three-month period then ended (the “Unaudited Financial Statements” and together with the Audited Financial StatementsB) above (collectively, the “Park Financial Statements”). The Financial Statements ): (including the related notes 1) are true, complete and schedules theretocorrect; (2) (x) have been prepared from are in accordance with the books and records of Park; (3) comply as to form in all material respects with applicable accounting requirements and the Companypublished rules and regulations of the SEC with respect thereto; (4) fairly and accurately present the consolidated financial condition of Park and its Subsidiaries as of the dates thereof, and their respective consolidated results of operations and cash flows for the periods then ended, as applicable (yexcept in each case as may be noted therein and subject, in the case of unaudited interim financial statements, to the absence of full footnotes and to normal year-end audit adjustments that are not material in amount or in effect); (5) were prepared on a consistent basis throughout the periods involved; and (6) have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout during the period periods involved (except in each case as may be noted therein), therein and subject, in the case of the Unaudited Financial Statementsunaudited interim financial statements, to the absence of full footnotes and to normal and recurring year-end adjustments, none of which shall be material, individually audit adjustments that are not material in amount or in the aggregate, and the absence of notes and (z) fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The balance sheet of the Company as of March 31, 2021 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date”effect). (bii) Section 3.06(bThe records, systems, controls, data and information of Park and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Park or one of its Subsidiaries or their respective accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on the Seller Disclosure Schedules sets forth the unaudited management accounts of the Company, extracted from the reporting system of the Company, as of August 31, 2021 and for the five-month period then ended (the “Management Accounts”internal accounting controls described below in this Section 5.03(f)(ii). The Management Accounts (i) Park and its Subsidiaries have been prepared from the books devised and records of the Company, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved (except as may be noted therein), subject to normal and recurring year-end adjustments, none of which shall be material, individually or in the aggregate, and the absence of notes, and (iii) having regard for the purpose for which such financial information was prepared, do not (A) materially overstate the value of the assets nor materially understate the liabilities of the Company as at the dates to which they were prepared, or (B) materially overstate the profits or materially understate the losses of the Company in respect of the periods to which the relate. (c) The Company has maintain a system of internal accounting controls over financial reporting that is sufficient to comply in all material respects with all legal and accounting requirements applicable to the business of the Company and provide reasonable assurance (i) that transactions are recorded as necessary to permit regarding the reliability of financial reporting and the preparation of financial statements financial (1) has implemented and maintains disclosure controls and procedures (as defined in accordance Rule 13a-15 promulgated under the Exchange Act) to ensure that material information relating to Park and its Subsidiaries is made known to the management of Park by others within Park and its Subsidiaries as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with GAAP consistently applied respect to the Park SEC Documents, and (ii2) has disclosed, based on its most recent evaluation prior to the date hereof, to Park’s outside auditors and the audit committee of the prevention or timely detection of the unauthorized acquisition, use or disposition of the assets of the Company. The Company has not identified Park Board (xy) any significant deficiencies or and material weaknesses in the design or operation of internal controls control over financial reporting (as defined in Rule 13a-15 promulgated under the Exchange Act) that are reasonably likely to adversely affect Park’s ability to record, process, summarize and report financial information and (yz) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyPark’s preparation of financial statements or internal controls control over financial reporting. (d) Since January 1, 2019, the Company has not received any material complaint, allegation, assertion or written claim regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) . As of the Company or date hereof, there is no reason to believe that Park’s outside auditors and its internal accounting controlsprincipal executive officer and principal financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Sections 302, including any material complaint404 and 906 of the Xxxxxxxx-Xxxxx Act, allegationwithout qualification (except to the extent expressly permitted by such rules and regulations), assertion or written claim that the Company has engaged in questionable accounting or auditing practiceswhen next due. (e) The Company is not a party to, or has any commitment to become a party to, any off-balance sheet partnership or any similar Contract or arrangement, where the result, purpose or intended effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its financial statements, including the Financial Statements.

Financial Statements; Internal Controls. (a) Section 3.06(a) of SPX has delivered to GE the Seller Disclosure Schedules sets forth (i) the Company’s audited financial statements consisting of the unaudited combined balance sheets of the Company EST Business as of March at December 31, 2020 2002 and March 2003 and September 30, 2004, and the unaudited combined statement of income of the EST Business for the fiscal years ended December 31, 2021 2002 and 2003 and the related statement nine-month period ended September 30, 2004 (collectively, the “Financial Statements”), a copy of operationseach of which is included in the Disclosure Schedule. The Financial Statements were prepared from and in accordance with the books and records of the EST Companies and present fairly in all material respects the combined financial position and combined results of operations of the EST Business as at the respective dates indicated and for the respective periods then ended in conformity with U.S. generally accepted accounting principles (“GAAP”), statement consistently applied, except as set forth in Exhibit 3.9(a), and except that the interim statements are subject to normal year end adjustments (none of changes which will be, individually or in stockholders’ equity and statement the aggregate, material to the EST Business, taken as a whole). The combined statements of cash flows for the fiscal years then ended (the “Audited Financial Statements”)December 31, 2002 and (ii) the Company’s unaudited consolidated financial statements consisting of the balance sheet of the Company as of June 30, 2021 2003 and the statement of profits and losses for the threenine-month period then ended (September 30, 2004 included in the “Unaudited Financial Statements” and together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements (including the related notes and schedules thereto) (x) Disclosure Schedule have been prepared from and in accordance with the books and records of the CompanyEST Companies and from the Financial Statements for internal purposes. The books and records of the EST Companies, in all material respects, (yi) accurately reflect the transactions and accounts of the EST Business and (ii) have been and are being maintained in accordance with good business practices and all applicable Laws and accounting requirements. When delivered to GE in accordance with Section 5.13, the Audited Financial Statements will have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved (except as may be noted therein), subject, procedures set forth in the case of the Unaudited Financial Statements, to normal and recurring year-end adjustments, none of which shall be material, individually or in the aggregateExhibit 5.13, and the absence of notes and (z) will present fairly present in all material respects the combined financial condition position of the Company EST Business as at September 30, 2004 and the combined results of operations and cash flow of the respective dates they were prepared and the results of the operations of the Company EST Business for the periods indicated. The balance sheet of twelve months ended September 30, 2004 on the Company as of March 31, 2021 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date”basis set forth on Exhibit 5.13. (b) Section 3.06(bSPX has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) of and internal control over financial reporting (as such term is defined in Rule 13a-15 and Rule 15d-15 under the Seller Disclosure Schedules sets forth the unaudited management accounts of the Company, extracted from the reporting system of the Company, as of August 31, 2021 and for the five-month period then ended (the “Management Accounts”). The Management Accounts (iExchange Act) have been prepared from the books and records of the Company, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved (except as may be noted therein), subject to normal and recurring year-end adjustments, none of which shall be material, individually or in the aggregateEST Business that are designed, in all material respects, to ensure that information material to SPX relating to the EST Business required to be disclosed by SPX in the reports that it files or submits under the Exchange Act is accumulated and communicated to SPX to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective, in all material respects, to ensure that information material to SPX relating to the absence of notesEST Business required to be disclosed by SPX in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and (iii) having regard for reported within the purpose for which such financial information was prepared, do not (A) materially overstate the value of the assets nor materially understate the liabilities of the Company as at the dates to which they were prepared, or (B) materially overstate the profits or materially understate the losses of the Company time periods specified in respect of the periods to which the relateSecurities and Exchange Commission rules and forms. (c) The Company has EST Companies, in all material respects, (i) keep books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the EST Business and (ii) maintain a system of internal accounting controls over financial reporting that is sufficient to comply in all material respects with all legal and accounting requirements applicable to the business of the Company and provide reasonable assurance assurances that (iw) that transactions are executed in accordance with management’s general or specific authorization; (x) transactions are recorded as necessary (1) to permit preparation of financial statements in accordance with GAAP consistently applied and (ii2) of the prevention or timely detection of the unauthorized acquisition, use or disposition of the assets of the Company. The Company has not identified (x) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting and 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 is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s preparation of financial statements or internal controls over financial reportingmaterial differences. (d) Since January 1December 31, 20192003, none of the Company EST Companies nor, to SPX’s knowledge, any director, officer, agent, employee or other Person acting on behalf of any of the EST Companies, has not (i) used any corporate or other funds for contributions, payments, gifts or entertainment, or made any expenditures, which, in the case of any of the foregoing, would be unlawful, relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or entertainment expenditures. (e) Since December 31, 2003, none of the EST Companies nor, to SPX’s knowledge, any director, officer, employee, auditor, accountant or representative of any of them, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written claim or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of any of the Company EST Companies or its their respective internal accounting controls, including any material complaint, allegation, assertion or written claim that any of the Company EST Companies has engaged in questionable accounting or auditing practices. , and (eii) The Company is not a party to, or has any commitment to become a party to, any off-balance sheet partnership no attorney representing SPX or any of the other EST Companies, whether or not employed by SPX or any of the other EST Companies, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar Contract violation by any of the EST Companies or arrangementany of their respective officers, where directors, employees or agents to the result, purpose Board of Directors of SPX or intended effect any other EST Company or any committee thereof or to any director or officer of such Contract SPX or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its financial statements, including the Financial Statementsother EST Company.

Financial Statements; Internal Controls. (a) Set forth in Section 3.06(a) 4.07 of the Seller Company Disclosure Schedules sets forth Letter are the following financial statements (collectively, the "Company Financial Statements"): (i) the Company’s audited financial statements consisting of the audited, consolidated balance sheets sheet of the Company and its Subsidiaries as of March December 31, 2020 2009 and March December 31, 2021 2010, and the related audited, consolidated statement of operations, statement of changes in stockholders’ equity income and statement of cash flows of the Company and its Subsidiaries for the fiscal years then ended (the “"Audited Financial Statements”"), and (ii) the Company’s unaudited unaudited, consolidated financial statements consisting of the balance sheet of the Company and its Subsidiaries as of June September 30, 2021 2011 (the "Latest Balance Sheet"), and the statement related unaudited, consolidated statements of profits income and losses cash flows of the Company and its Subsidiaries for the three-nine (9) month period then ended (the “Unaudited Financial Statements” and together with the Audited Latest Balance Sheet, the "Interim Financial Statements, the “Financial Statements”"). The Company Financial Statements (including the related notes and schedules theretoa) (x) have been prepared are derived from the underlying books and records of the CompanyCompany and its Subsidiaries, and (yb) have been prepared present fairly in all material respects in accordance with GAAP applied on a consistent basis throughout the period involved financial condition and results of operations of the Company and its Subsidiaries on a consolidated basis as of the times and for the periods referred to therein (except as may be noted therein), subject, in the case of the Unaudited Interim Financial Statements, to normal and recurring year-end adjustments, none of which shall be material, individually or in the aggregate, audit adjustments and the absence of notes footnotes and (z) fairly present other presentation items). There were no changes in all material respects the financial condition method or application of the Company as Company's or its Subsidiaries' accounting policies or changes in the method of applying the Company's or its Subsidiaries' use of estimates in the preparation of the respective dates they were prepared and Interim Financial Statements as compared with the results of the operations of the Company for the periods indicated. The balance sheet of the Company as of March 31, 2021 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date”Audited Financial Statements. (b) Section 3.06(b) of the Seller Disclosure Schedules sets forth the unaudited management The books, records, and accounts of the CompanyCompany and each of its Subsidiaries, extracted from the reporting system all of the Company, as of August 31, 2021 and for the five-month period then ended (the “Management Accounts”). The Management Accounts (i) which have been prepared from made available to the books Buyer to the extent requested by it, are correct and records of the Companycomplete in all material respects and represent actual, (ii) bona fide transactions and have been prepared maintained in accordance with GAAP applied on a consistent basis throughout the period involved (except as may be noted therein), subject to normal sound business practices in all material respects. The Company's and recurring year-end adjustments, none each of which shall be material, individually or in the aggregate, and the absence of notes, and (iii) having regard for the purpose for which such financial information was prepared, do not (A) materially overstate the value of the assets nor materially understate the liabilities of the Company as at the dates to which they were prepared, or (B) materially overstate the profits or materially understate the losses of the Company in respect of the periods to which the relate. (c) The Company has a its Subsidiaries' system of internal controls over financial reporting that is sufficient to comply in all material respects with all legal and accounting requirements applicable to the business of the Company and provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with GAAP GAAP, consistently applied and applied, (ii) that transactions are executed only in accordance with the authorization of the management, and (iii) regarding prevention or timely detection of the unauthorized acquisition, use use, or disposition of the assets of the CompanyCompany or its Subsidiaries. The Company has not identified (x) any significant deficiencies Since December 31, 2010, no officer, director, or material weaknesses in the design or operation of internal controls over financial reporting and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s preparation of financial statements or internal controls over financial reporting. (d) Since January 1, 2019, the Company has not received any material complaint, allegation, assertion or written claim regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) employee of the Company or any of its internal accounting controlsSubsidiaries has refused to execute any certification of any nature whatsoever required by Law or requested by any accounting, including any material complaintbanking, allegation, assertion or written claim that the Company has engaged in questionable accounting or auditing practices. (e) The Company is not a party tofinancial, or has any commitment to become a party to, any off-balance sheet partnership legal firm or any similar Contract or arrangement, where the result, purpose or intended effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its financial statements, including the Financial Statementsentity.

Financial Statements; Internal Controls. (a) Section 3.06(a) The Company has Made Available to Buyer true, accurate and complete copies of the Seller Disclosure Schedules sets forth Company’s (i) the Company’s audited financial statements consisting of the audited, combined and consolidated balance sheets of the Company as of March December 31, 2020 2004, 2005 and March 31, 2021 2006 and the related statement audited statements of operationsincome, statement of changes in stockholderscash flows and shareholders’ equity and statement of cash flows for the fiscal years then ended December 31, 2004, 2005 and 2006 (including the related notes and independent auditors reports thereon) (the “Audited Annual Financial Statements”), ) and (ii) the Company’s unaudited consolidated financial statements consisting of the balance sheet of the Company as of June 30, 2021 2007 and the statement related unaudited consolidated statements of profits income, cash flows and losses shareholders’ equity for the three-month period then six months ended June 30, 2007 (the “Unaudited Financial Statements” and ”; and, together with the Audited Annual Financial Statements, the “Financial Statements”; the balance sheet included in the Unaudited Financial Statements referred to herein as the “Company Balance Sheet”, and the date of such balance sheet, the “Company Balance Sheet Date”). The Financial Statements Each of the foregoing financial statements (including in all cases the related notes thereto, if any) is accurate and schedules thereto) (x) have been prepared from complete, is consistent with the books and records of the CompanyCompany (which, (y) have in turn, are accurate and complete), fairly presents the financial condition and operating results of the Company and its Subsidiaries and has been prepared in accordance with Dutch GAAP consistently applied on a consistent basis throughout the period involved periods covered thereby (except as may be noted thereinor, with respect to the Annual Financial Statements for 2007 and the Unaudited Financial Statements, IFRS consistently applied throughout the periods covered thereby), subject, subject in the case of the Unaudited Financial Statements, Statements to the absence of footnotes and normal and recurring year-end adjustments, none of which shall are not expected to be material, individually or in the aggregate, and the absence of notes and (z) fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The balance sheet of the Company as of March 31, 2021 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date”. (b) Section 3.06(b) of To the Seller Disclosure Schedules sets forth the unaudited management accounts knowledge of the Company, extracted from the reporting system of the Company, as of August 31, 2021 Company and for the five-month period then ended (the “Management Accounts”). The Management Accounts its Subsidiaries maintain proper and adequate internal accounting controls that provide assurance that (i) have been prepared from the books transactions are executed with management’s authorization, and records of the Company, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved (except as may be noted therein), subject to normal and recurring year-end adjustments, none of which shall be material, individually or in the aggregate, and the absence of notes, and (iii) having regard for the purpose for which such financial information was prepared, do not (A) materially overstate the value of the assets nor materially understate the liabilities of the Company as at the dates to which they were prepared, or (B) materially overstate the profits or materially understate the losses of the Company in respect of the periods to which the relate. (c) The Company has a system of internal controls over financial reporting that is sufficient to comply in all material respects with all legal and accounting requirements applicable to the business of the Company and provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of their financial statements in accordance with GAAP consistently applied and (ii) of the prevention or timely detection of the unauthorized acquisition, use or disposition of the assets of the Company. The Company has not identified (x) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s preparation of financial statements or internal controls over financial reportingto maintain accountability for their assets. (dc) Since January 1As at September 30, 20192007, the Company has not received any material complaint, allegation, assertion or written claim regarding and its consolidated Subsidiaries had cash on the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of the Company or its internal accounting controls, including any material complaint, allegation, assertion or written claim that the Company has engaged in questionable accounting or auditing practices. (e) The Company is not a party to, or has any commitment to become a party to, any off-balance sheet partnership in an amount equal to or any similar Contract or arrangement, where the result, purpose or intended effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its financial statements, including the Financial Statementsgreater than €6,800,000.

Financial Statements; Internal Controls. (a) Section 3.06(a) of The Company has delivered to the Seller Disclosure Schedules sets forth Investors (i) the Company’s audited financial statements consisting complete and correct copies of the audited consolidated balance sheets sheet of the Company and its consolidated subsidiaries as of March December 31, 2020 and March 312016, 2021 and the related statement consolidated statements of operations, statement of changes in stockholdersincome and shareholders’ equity and statement statements of cash flows for the fiscal years year then ended (ended, including the “Audited Financial Statements”)footnotes thereto, certified by independent certified public accountants, and (ii) copies of the Company’s unaudited consolidated financial statements consisting of the balance sheet of the Company and its consolidated Subsidiaries as of June September 30, 2021 2017, and the statement related unaudited consolidated statements of profits income and losses shareholders’ equity and statements of cash flows for the three-nine month period then ended (the “Unaudited Financial Statements” documents in clauses (i) and together with the Audited Financial Statements, (ii) collectively the “Financial Statements”). The . (b) Each of the consolidated balance sheets contained in the Financial Statements (including fairly presents in all material respects the related notes and schedules thereto) (x) have been prepared from the books and records consolidated financial position of the CompanyCompany and its consolidated Subsidiaries as of its date and each of the consolidated statements of income and shareholders’ equity and statements of cash flows included in the Financial Statements fairly presents in all material respects the consolidated results of operations, shareholders’ equity or cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods to which they relate (y) have been prepared subject, in the case of any unaudited interim financial statements, to normal year-end adjustments and the absence of footnote disclosures), in each case in accordance with GAAP applied on a consistent basis throughout during the period involved (periods involved, except as may be noted therein. (c) Since the date of the latest financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 (the “Company Form 10-Q”) and except as disclosed therein, neither the Company nor any of its Subsidiaries has (i) sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or action or Order from any applicable Governmental Authority, (ii) issued or granted any securities (other than pursuant to (x) employee benefit plans, qualified stock option plans, other employee compensation plans or non-employee director compensation programs in existence on the date hereof and described in the Company Form 10-Q or (y) options, warrants or rights outstanding on the date hereof), subject(iii) incurred any liability or obligation, direct or contingent, other than liabilities and obligations that were incurred in the ordinary course of business, (iv) entered into any transaction not in the ordinary course of business (other than as described in the Company Form 10-Q (without giving effect to any supplements or amendments thereto after the execution and delivery of this Agreement)), or (v) declared or paid any dividend on its Capital Stock, and, since such date, there has not been any change in the Equity Interests or long-term debt of the Company or any of its Subsidiaries (other than as described in the Company Form 10-Q (without giving effect to any supplements or amendments thereto after the execution and delivery of this Agreement)) or any adverse change, or any development involving a prospective adverse change, in or affecting the case condition (financial or otherwise), results of operations, stockholders’ equity, properties, management, business or prospects of the Unaudited Financial StatementsCompany and its Subsidiaries, to normal and recurring year-end adjustmentstaken as a whole, none of which shall be materialin each case except as could not, individually or in the aggregate, and the absence of notes and (z) fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The balance sheet of the Company as of March 31, 2021 is referred reasonably be expected to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date”have a Material Adverse Effect. (bd) Except as set forth in Section 3.06(b3.5(d) of the Seller Disclosure Schedules sets forth the unaudited management accounts of the CompanySchedule, extracted from the reporting system of the Company, as of August 31, 2021 and for the five-month period then ended (the “Management Accounts”). The Management Accounts (i) have been prepared from the books and records of the Company, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved (except as may be noted therein), subject to normal and recurring year-end adjustments, none of which shall be material, individually or in the aggregate, and the absence of notes, and (iii) having regard for the purpose for which such financial information was prepared, do not (A) materially overstate the value of the assets nor materially understate the liabilities of the Company as at the dates to which they were prepared, or (B) materially overstate the profits or materially understate the losses of the Company in respect of the periods to which the relate. (c) The Company has maintains a system of internal controls over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) that is complies with the requirements of the Exchange Act and that has been designed by, or under the supervision of, the Company’s principal executive and principal financial officers, to provide assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Except as set forth in Section 3.5(d) of the Disclosure Schedule, the Company maintains internal accounting controls sufficient to comply in all material respects with all legal and accounting requirements applicable to the business of the Company and provide reasonable assurance that (i) that transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of the Company’s financial statements in conformity with GAAP and to maintain accountability for its assets, (iii) access to the Company’s assets is permitted only in accordance with GAAP consistently applied management’s general or specific authorization, and (iiiv) the recorded accountability for the Company’s assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. As of the date of the most recent balance sheet of the Company and its consolidated Subsidiaries reviewed or audited by EKS&H LLP and the audit committee of the board of directors of the Company, there were no material weaknesses in the Company’s internal controls. (e) Except as set forth in Section 3.5(e) of the prevention or timely detection Disclosure Schedule, since the date of the unauthorized acquisition, use or disposition most recent balance sheet of the assets Company and its consolidated Subsidiaries reviewed or audited by EKS&H LLP and the audit committee of the board of directors of the Company. The , (i) the Company has not identified been advised of or become aware of (x) any significant deficiencies or material weaknesses in the design or operation of internal controls over controls, that could adversely affect the ability of the Company or any of its Subsidiaries to record, process, summarize and report financial reporting data, or any material weaknesses in internal controls, and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s preparation of financial statements or internal controls over financial reporting. (d) Since January 1, 2019, the Company has not received any material complaint, allegation, assertion or written claim regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of the Company and each of its Subsidiaries; and (ii) there have been no significant changes in internal controls or its in other factors that could significantly affect internal accounting controls, including any corrective actions with regard to significant deficiencies and material complaint, allegation, assertion or written claim that the Company has engaged in questionable accounting or auditing practicesweaknesses. (e) The Company is not a party to, or has any commitment to become a party to, any off-balance sheet partnership or any similar Contract or arrangement, where the result, purpose or intended effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its financial statements, including the Financial Statements.