Common use of Financial Statements; Liabilities Clause in Contracts

Financial Statements; Liabilities. (a) Each of the consolidated balance sheets included in the Company SEC Documents fairly presents in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof, and the other related consolidated financial statements (including the notes thereto) included therein fairly present in all material respects the results of operations and cash flows of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein (collectively, the "COMPANY FINANCIAL STATEMENTS"). As of the respective filing date for the applicable Company SEC Document in which it was included, each of the Company Financial Statements (including the notes thereto) complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and was prepared in accordance with accounting principles generally accepted in the United States ("GAAP") applied on a consistent basis during the periods or as of the respective dates involved, except as otherwise noted therein and subject, in the case of unaudited interim financial statements, to normal year-end adjustments. (b) There are no material liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued or unaccrued, absolute or contingent, liquidated or unliquidated, or due or to become due, in each case, other than liabilities or obligations (i) referenced (whether by value or otherwise) or reflected in the Company SEC Documents, the Company Financial Statements or disclosed in the notes thereto, (ii) incurred since December 31, 2001 in the ordinary course of business, (iii) incurred in connection with the transactions contemplated hereby or (iv) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Financial Statements; Liabilities. (a) Each of The Company has delivered to the Investor the consolidated balance sheets included in the Company SEC Documents fairly presents in all material respects the consolidated financial position of the Company and its Subsidiaries Bluegreen as of December 31, 2012 and December 31, 2011 (collectively, the respective dates thereof“Financial Statements”). (b) The Financial Statements of the Company, and adjusted to reflect the other related Company’s interest in Bluegreen on a non-consolidated financial statements basis (including the notes thereto) included therein “Company Financial Statements”), fairly present in all material respects the financial condition and results of operations and cash flows of the Company (excluding the consolidated financial condition and its Subsidiaries for the respective periods or as results of the respective dates set forth therein (collectively, the "COMPANY FINANCIAL STATEMENTS"operations of Bluegreen). As of the respective filing date for the applicable Company SEC Document in which it was included, each of the Company Financial Statements (including the notes thereto) complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and was have been prepared in accordance with United States generally accepted accounting principles generally accepted in the United States ("GAAP") applied on a consistent basis during throughout the periods indicated and with each other (other than as specifically noted therein or normally recurring adjustments in the Company Financial Statements as of the respective dates involvedDecember 31, except as otherwise noted therein and subject, in the case of unaudited interim financial statements, to normal year-end adjustments. (b) 2012). There are no material liabilities or obligations of the Company Company, whether asserted or any of its Subsidiaries of any kind whatsoeverunasserted, whether absolute or contingent, whether accrued or unaccrued, absolute or contingent, whether liquidated or unliquidated, or and whether due or to become due, including any liability or obligation for taxes and any liability under any guaranty or indemnification arrangement, but in each casecase excluding any liabilities or obligations of Bluegreen (“Company Liabilities”), other than liabilities or obligations (i) referenced (whether by value or otherwise) or as reflected in the Company SEC Documents, the Company Financial Statements or disclosed in the notes thereto, (ii) incurred since as of December 31, 2001 2012, the obligations of the Company provided for in this Agreement and Company Liabilities incurred after December 31, 2012 in the ordinary course of businessbusiness consistent with past practice. Notwithstanding anything to the contrary contained in this Agreement, any revision or restatement of the Company Financial Statements which results solely from a revision or restatement of the Financial Statements of Bluegreen shall not be deemed to constitute a breach of this representation and warranty for purposes of the indemnification provisions contained in Section 7. (iiic) incurred To the Company’s Knowledge, the Financial Statements of Bluegreen fairly present in connection all material respects the financial condition and results of operations of Bluegreen, and have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the transactions contemplated hereby periods indicated and with each other (other than as specifically noted therein or (iv) that would not, individually or normally recurring adjustments in the aggregateFinancial Statements of Bluegreen as of December 31, reasonably be expected 2012). To the Company’s Knowledge, there are no liabilities or obligations of Bluegreen, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to have a Company Material Adverse Effectbecome due, including any liability or obligation for taxes and any liability under any guaranty or indemnification arrangement (“Bluegreen Liabilities”), other than as reflected in the Financial Statements of Bluegreen as of December 31, 2012, the obligations of Bluegreen with respect to the Merger and Bluegreen Liabilities incurred after December 31, 2012 in the ordinary course of business consistent with past practice.

Financial Statements; Liabilities. (a) Each The Company has delivered to the Purchaser its audited balance sheet, income statement and statements of cash flows and changes in stockholder equity at and for the consolidated balance sheets included in the Company SEC Documents fairly presents in all material respects the consolidated financial position of the Company year ended December 31, 2017 and its Subsidiaries as unaudited balance sheet, income statement and statement of the respective dates thereof, and the other related consolidated financial statements (including the notes thereto) included therein fairly present in all material respects the results of operations and cash flows of the Company at and its Subsidiaries for the respective periods or as of the respective dates set forth therein five months ended May 31, 2018 (collectively, the "COMPANY FINANCIAL STATEMENTS"“Financial Statements”), copies of which are attached as Schedule 2.25 to the Disclosure Schedule. As of the respective filing date for the applicable Company SEC Document in which it was included, each of the Company The Financial Statements (including the notes thereto) complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and was have been prepared in accordance with generally accepted accounting principles generally accepted in the United States ("“GAAP"”) applied on a consistent basis during throughout the periods or indicated and with each other, except that the unaudited Financial Statements do not contain all footnotes required by generally accepted accounting principles and, interim financial statements do not include year-end adjustments. The Financial Statements fairly present in accordance with GAAP the financial condition and operating results of the Company as of the respective dates involveddates, except as otherwise noted therein and subjectfor the periods indicated therein, in all material respects, subject in the case of the unaudited interim financial statements, Financial Statements to normal year-end audit adjustments. (b) There are . Except as set forth in the Financial Statements, the Company has no material liabilities (whether known or obligations of the Company unknown, accrued, absolute, contingent or any of its Subsidiaries of any kind whatsoever, whether accrued or unaccrued, absolute or contingent, liquidated or unliquidated, or due or to become due, in each case, otherwise) other than liabilities or obligations (i) referenced (whether by value or otherwise) or reflected in the Company SEC Documents, the Company Financial Statements or disclosed in the notes thereto, (ii) liabilities incurred since December 31, 2001 in the ordinary course of businessbusiness subsequent to May 31, 2018, (ii) obligations under executory contracts incurred in the ordinary course of business and (iii) incurred liabilities and obligations of a type or nature not required under GAAP to be reflected in connection with the transactions contemplated hereby or (iv) that would notFinancial Statements, which, in all such cases, individually or and in the aggregate, reasonably be expected to aggregate would not have a Company Material Adverse Effect. Except as disclosed in the Financial Statements, the Company is not a guarantor or indemnitor of any indebtedness of any other person, firm or corporation. The Company maintains a standard system of accounting established and administered in accordance with GAAP. The Company’s sales revenue (net of sales allowance of $2,164,568 and $3,836,624 at December 31, 2017 and 2016, respectively) for calendar year 2017 and calendar year 2016 were $10,926,606 and $9,499,945, respectively, and the Company’s net loss for calendar year 2017 and calendar year 2016 were ($2,650,132) and ($7,434,423), respectively, in each case as more fully described in the Financial Statements titled “704Games Company Financial Statements as of and for the Years Ended December 31, 2017 and 2016 with Independent Auditors’ Report.”

Financial Statements; Liabilities. (a) Seller has previously made available to Buyer true, complete and correct copies of the statutory financial statements and all amendments thereto of the Insurance Companies as audited by PriceWaterhouseCoopers LLP and filed with the Texas Department of Insurance for the years ended December 31, 2004, 2003 and 2002 and the unaudited statutory financial statements as of and for the quarterly period ended March 31, 2005, together with all exhibits and schedules thereto (collectively, the “SAP Statements”). Each of the consolidated balance sheets included in the Company SEC Documents fairly presents SAP Statements presents, in all material respects respects, the consolidated statutory financial position condition of the Company and its Subsidiaries as of Insurance Companies, at the respective dates thereof, and the other related consolidated financial statements (including the notes thereto) included therein fairly present in all material respects the statutory results of operations and cash flows of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein (collectively, the "COMPANY FINANCIAL STATEMENTS"). As of the respective filing date for the applicable Company SEC Document in which it was included, each of the Company Financial Statements (including the notes thereto) complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and was prepared ended in accordance with accounting principles generally accepted in the United States ("GAAP") SAP, applied on a consistent basis during by the Insurance Companies throughout the periods or as of the respective dates involved, indicated except as otherwise specifically noted therein and subject, in the case of unaudited interim financial statements, to normal year-end adjustmentstherein. (b) There are no material liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued or unaccrued, absolute or contingent, liquidated or unliquidated, or due or Insurance Companies required to become due, be reflected as liabilities in each case, financial statements prepared in accordance with SAP other than (i) liabilities or obligations (i) referenced (whether by value reflected or otherwise) or reflected reserved against in the Company SEC DocumentsMarch 31, the Company Financial Statements or disclosed 2005 balance sheet included in the notes theretoMarch 31, 2005 SAP Statements, not heretofore discharged, or (ii) incurred since December policyholder benefits payable or other liabilities arising after March 31, 2001 2005 in the ordinary course of businessbusiness consistent with past practice and in amounts consistent with past practice, (iii) incurred in connection with the transactions contemplated hereby none of which has had or (iv) that would notis reasonably likely to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All reserve liabilities reflected in the SAP Statements (w) were determined in accordance with commonly accepted actuarial standards consistently applied except as noted therein, (x) were fairly stated in accordance with sound actuarial principles, (y) met the requirements of the insurance Laws of the state of domicile, and, in the aggregate, each other jurisdiction in which any of the Insurance Companies is licensed to write insurance and (z) reflected or will reflect, as applicable, the related reinsurance, coinsurance and other similar agreements of the Insurance Companies. (c) The Insurance Companies have paid in full or established reserves reflected in the SAP Statements for all guaranty or other similar state governmental fund assessments required by any Governmental Entity to be paid by them prior to the date of this Agreement. As of the date of this Agreement and except as and to the extent paid prior to March 31, 2005 or reserved against in the SAP Statements, the Insurance Companies have not received any guaranty fund assessments.

Financial Statements; Liabilities. (a) Each of the consolidated balance sheets included in the Company SEC Documents fairly presents in all material respects the consolidated financial position of the Company and its Subsidiaries the Subsidiary as of the respective dates thereof, and the other related consolidated financial statements (including the notes thereto) included therein fairly present in all material respects the results of operations and cash flows of the Company and its Subsidiaries the Subsidiary for the respective periods or as of the respective dates set forth therein (collectively, the "COMPANY FINANCIAL STATEMENTSFinancial Statements"). As of the respective filing date for the applicable Company SEC Document in which it was included, each of the Company Financial Statements (including the notes thereto) complied in all material respects with the then then-applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and was prepared in accordance with accounting principles generally accepted in the United States ("GAAP") applied on a consistent basis during the periods or as of the respective dates involved, except as otherwise noted therein and subject, in the case of unaudited interim financial statements, to normal year-end adjustments. (b) There are no material liabilities or obligations of the Company or any of its Subsidiaries the Subsidiary of any kind whatsoever, whether accrued or unaccrued, absolute or contingent, liquidated or unliquidated, or due or to become due, in each case, other than liabilities or obligations (i) referenced (whether by value or otherwise) or reflected in the Company SEC Documents, the Company Financial Statements or disclosed in the notes thereto, thereto (iii) incurred since December 31November 30, 2001 in the ordinary course of business, ; (iiiii) incurred under this Agreement or in connection with the transactions contemplated hereby hereby; (iii) of the Company and the Subsidiary under the agreements, Contracts, leases, or licenses to which they are parties; and (iv) that which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Financial Statements; Liabilities. (a) Each The Company has delivered to each of the Investors its unaudited consolidated balance sheets included in the Company SEC Documents fairly presents in all material respects the consolidated financial position sheets, income statements and statement of the Company and its Subsidiaries cash flows as of and for the respective dates thereofperiods ended December 31, 2008 and December 31, 2009 (the other related consolidated financial statements (including the notes thereto) included therein “Financial Statements”). The Financial Statements fairly present in all material respects the financial position (with respect to any balance sheet included in such Financial Statements) and the results of operations (with respect to any income statement included in such Financial Statements) and cash flows (with respect to any statement of cash flows included in such Financial Statements), in each case, of the Company and its Subsidiaries for the respective periods or consolidated subsidiaries as of the respective dates set forth therein date (collectively, in the "COMPANY FINANCIAL STATEMENTS")case of the balance sheet) and for the period (in the case of the income statement and statement of cash flows) covered by the Financial Statements. As of the respective filing date for the applicable Company SEC Document in which it was includedNew Investor Closing, each of the Company Financial Statements (including the notes thereto) complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and was prepared in accordance with accounting principles generally accepted in the United States ("GAAP") applied on a consistent basis during the periods or as of the respective dates involved, except as otherwise noted therein and subject, in the case of unaudited interim financial statements, to normal year-end adjustments. (b) There there are no material liabilities or obligations of the Company or any subsidiary of its Subsidiaries of any kind whatsoeverthe Company, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, absolute or contingent, whether liquidated or unliquidated, or and whether due or to become due, in each case, due other than liabilities or obligations (i) referenced (whether by value or otherwise) or reflected in on the Company SEC Documents, the Company Financial Statements or disclosed in the notes thereto, (ii) and liabilities incurred since December 31, 2001 in the ordinary course of businessbusiness since December 31, (iii) incurred in connection with the transactions contemplated hereby or (iv) that 2009 and which would not, individually or in the aggregate, reasonably be expected to have result in a Company Material Adverse Effect. (b) As of each Subsequent Closing, the most recent Financial Statements (as defined in the Shareholders Agreement) required to be delivered to each Investor pursuant to Section 10.3 of the Shareholders Agreement fairly present in all material respects the financial position (with respect to any balance sheet included in such Financial Statements) and the results of operations (with respect to any income statement included in such Financial Statements) and cash flows (with respect to any statement of cash flows included in such Financial Statements), in each case, of the Company and its consolidated subsidiaries as of the date (in the case of the balance sheet) and for the period (in the case of the income statement and statement of cash flows) covered by the Financial Statements. As of each Subsequent Closing, there are no liabilities or obligations of the Company or any subsidiary of the Company, whether asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due, other than liabilities reflected on the balance sheet included in the most recent Financial Statements provided to Investors pursuant to Section 10.3 of the Shareholders Agreement and liabilities which would not reasonably be expected to result in a Material Adverse Effect. (c) Neither the Company nor any of its subsidiaries has suffered an event which has had or would reasonably be expected to result in a Material Adverse Effect.

Financial Statements; Liabilities. (a) Each The audited consolidated financial statements of the consolidated balance sheets Company included in the Company SEC Documents fairly presents in all material respects annual report on Form 10-K for its fiscal year ended December 29, 2001 (the consolidated financial position of the "Company and its Subsidiaries as of the respective dates thereof, and the other related consolidated financial statements (including the notes thereto10-K") included therein fairly present in all material respects the results of operations and cash flows of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein (collectivelyrespects, the "COMPANY FINANCIAL STATEMENTS"). As of the respective filing date for the applicable Company SEC Document in which it was included, each of the Company Financial Statements (including the notes thereto) complied in all material respects accordance with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and was prepared in accordance conformity with accounting principles United States generally accepted in the United States accounting principles, consistently applied ("GAAP") applied on a consistent basis during (except as may be indicated in the periods or notes thereto), the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations and changes in financial position for the respective dates involved, except as otherwise noted therein and subject, in the case of unaudited interim financial statements, to normal year-end adjustmentsperiods then ended. (b) There are no material liabilities or obligations of the Company or any of its Subsidiaries Company Subsidiary of any kind whatsoever, whether accrued known or unaccruedunknown, absolute asserted or unasserted, accrued, contingent, liquidated absolute, determined, determinable or unliquidated, or due or to become dueotherwise, in each case, other than than: (i) liabilities or obligations (i) referenced (whether by value disclosed or otherwise) or reflected provided for in the Company's consolidated balance sheet as of December 29, 2001 included in the Company SEC Documents, the Company Financial Statements or disclosed in 10-K (including the notes thereto, the "Company Balance Sheet"); (ii) incurred since liabilities or obligations existing as of December 3129, 2001 and not required to be disclosed or provided for in the ordinary course of business, Company Balance Sheet; (iii) liabilities or obligations under this Agreement or incurred in connection with the transactions contemplated hereby or Merger; (iv) that would notsince December 29, 2001, obligations of the Company to comply with all applicable laws; (v) since December 29, 2001, ordinary course obligations of the Company and its Subsidiaries under the agreements, contracts, leases and licenses to which they are a party; (vi) other liabilities or obligations incurred since December 29, 2001 which are disclosed or provided for in the Past SEC Documents; and (vii) other liabilities or obligations incurred since December 29, 2001 which are not required by applicable law to be disclosed or provided for in the Past SEC Documents and which, individually or in the aggregate, reasonably be expected to would not have a Company Material Adverse Effect.

Financial Statements; Liabilities. (a) Each The audited financial statements and unaudited interim financial statements of the consolidated balance sheets EchoStar included in the Company SEC Documents fairly presents in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof, EchoStar 10-K and the other related consolidated financial statements EchoStar 10-Q (including the any related notes theretoor schedules) included therein fairly present in all material respects (and the audited financial statements and unaudited interim financial statements of EchoStar included in EchoStar SEC Documents filed after the date of this Agreement will fairly present in all material respects), in accordance with GAAP (except as may be indicated in the notes thereto), the consolidated financial position of EchoStar and its consolidated Subsidiaries as of the dates thereof and its consolidated results of operations and cash flows of the Company and its Subsidiaries changes in financial position for the respective periods or as of the respective dates set forth therein then ended (collectively, the "COMPANY FINANCIAL STATEMENTS"). As of the respective filing date for the applicable Company SEC Document in which it was included, each of the Company Financial Statements (including the notes thereto) complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and was prepared in accordance with accounting principles generally accepted in the United States ("GAAP") applied on a consistent basis during the periods or as of the respective dates involved, except as otherwise noted therein and subject, in the case of unaudited interim financial statements, subject to normal year-end adjustmentsadjustments and lack of footnote disclosure in the case of any unaudited interim financial statements). (b) There are EchoStar and its Subsidiaries have no material liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued known or unaccruedunknown, absolute asserted or unasserted, accrued, contingent, liquidated absolute, determined, determinable or unliquidated, or due or to become dueotherwise, in each case, other than than: (i) liabilities or obligations (i) referenced (whether by value disclosed or otherwise) or reflected provided for in the Company SEC Documents, balance sheet of EchoStar included in the Company Financial Statements EchoStar 10-K or 10-Q or disclosed in the notes thereto, ; (ii) liabilities incurred since December 31September 30, 2001 in the ordinary course of business, ; (iii) liabilities or obligations under the EchoStar Transaction Agreements or incurred in connection with the transactions contemplated hereby or thereby; (iv) obligations of EchoStar or its Subsidiaries under the agreements, contracts, leases, licenses to which it is a party that would notbe required by GAAP to be reflected on or reserved against on the balance sheet of EchoStar included in the EchoStar 10-Q and which are so reflected or reserved against thereon; (v) as set forth in Section 3.7 of the EchoStar Disclosure Schedule; and (vi) other liabilities or obligations which, individually or in the aggregate, could not reasonably be expected to have a Company EchoStar Material Adverse Effect, or have a material adverse impact on the ability of EchoStar to consummate the transactions contemplated by the EchoStar Transaction Agreements.

Financial Statements; Liabilities. (a) Each The audited consolidated financial statements and unaudited consolidated interim financial statements of the consolidated balance sheets Company included in the Company SEC Documents (i) fairly presents present in all material respects respects, in each case in accordance with GAAP applied on a consistent basis (except as may be indicated in the notes thereto), the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof, thereof and the other related their consolidated financial statements (including the notes thereto) included therein fairly present in all material respects the results of operations and cash flows of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein then ended (collectively, the "COMPANY FINANCIAL STATEMENTS"). As of the respective filing date for the applicable Company SEC Document in which it was included, each of the Company Financial Statements (including the notes thereto) complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and was prepared in accordance with accounting principles generally accepted in the United States ("GAAP") applied on a consistent basis during the periods or as of the respective dates involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustmentsaudit adjustments and to any other adjustments described therein, including the notes thereto), (ii) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries in all material respects and (iii) complied, as of their respective dates of filing with the SEC, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act. The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. As of the date of this Agreement, PricewaterhouseCoopers LLP has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Neither the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any off-balance sheet joint venture, off-balance sheet partnership or any other “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC). (c) There are no material liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoevernature whatsoever (whether accrued, absolute, determined, contingent or otherwise and whether accrued or unaccrued, absolute or contingent, liquidated or unliquidated, or due or to become due, in each case), other than than: (i) liabilities or obligations disclosed and provided for in the Company’s most recent audited consolidated balance sheet (i) referenced (whether by value or otherwisethe “Company Balance Sheet”) or reflected in the Company SEC Documents, the Company Financial Statements or disclosed in the notes thereto, (ii) liabilities or obligations incurred since December 31, 2001 in the ordinary course of businessOrdinary Course since February 2, 2020 (iiithe “Company Balance Sheet Date”) or arising or incurred in connection with the transactions or contemplated hereby by this Agreement, and (iii) liabilities or (iv) obligations that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Financial Statements; Liabilities. (a) Each Section 3.5(a) of the Parent Disclosure Schedule sets forth: (i) the audited consolidated balance sheets included carve-out statements of income, comprehensive income, changes in the Company SEC Documents fairly presents in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof, and the other related consolidated financial statements (including the notes thereto) included therein fairly present in all material respects the results of operations invested equity and cash flows of the Company and its Subsidiaries Business for the respective periods or years ended December 31, 2019, 2018 and 2017 and the audited consolidated carve-out balance sheet of the Business as of December 31, 2019 and 2018 (the respective dates set forth therein (collectively, the "COMPANY FINANCIAL STATEMENTS"“Business Financial Statements”). As of the respective filing date for the applicable Company SEC Document in which it was included, each of the Company The Business Financial Statements (including the notes theretox) complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and was were prepared in accordance with accounting principles generally accepted in the United States ("GAAP") applied on a consistent basis during the periods or as of the respective dates involved, except as otherwise noted therein and subject(y) present fairly, in all material respects, the financial position and the results of operations of the Business, in the aggregate, as of the respective dates thereof or the periods then ended, in each case of unaudited interim financial statements, except as may be noted therein and subject to normal and recurring year-end adjustments; provided, that the Business Financial Statements and the foregoing representations and warranties are qualified by the fact that (A) the Business has not operated on a separate standalone basis and has historically been reported within Parent’s consolidated financial statements, (B) the Business Financial Statements assume certain allocated charges and credits which do not necessarily reflect amounts that would have resulted from arm’s-length transactions or that the Business would incur on a standalone basis, and (C) the Business Financial Statements are not necessarily indicative of what the results of operations, financial position and cash flows of the Business or the Transferred Entities will be in the future. (b) There are no material liabilities or obligations of the Company or any of its Subsidiaries Transferred Entities of any kind whatsoevernature, whether accrued or unaccruednot accrued, absolute contingent or contingentotherwise, liquidated or unliquidated, or due or that would be required by GAAP to become due, in each casebe reflected on a balance sheet of the Business, other than liabilities or obligations those that (i) referenced are reflected or reserved against on the Business Financial Statements (whether by value or otherwisedescribed in the notes thereto) or reflected in the Company SEC Documentsdetermination of First Share Sale Net Indebtedness, the Company Financial Statements Second Share Sale Net Indebtedness or disclosed in the notes thereto, Contribution Net Indebtedness; (ii) have been incurred since December 31, 2001 in the ordinary course of businessbusiness since December 31, 2019 (the “Last Balance Sheet Date”) (but not as a result of any breach of contract, warranty, tort, infringement or violation of applicable Law); (iii) are incurred in connection with the transactions contemplated hereby or the announcement, negotiation, execution or performance of this Agreement, the Ancillary Agreements or the Transactions; (iv) that have been (or will be prior to the Closing) discharged or paid off; or (v) would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Business Material Adverse Effect.

Financial Statements; Liabilities. (a) Each The audited consolidated financial statements and unaudited consolidated interim financial statements of the consolidated balance sheets Company included in the Company SEC Documents Filings (i) fairly presents present in all material respects respects, in each case in accordance with GAAP applied on a consistent basis (except as may be indicated in the notes thereto), the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof, thereof and the other related their consolidated financial statements (including the notes thereto) included therein fairly present in all material respects the results of operations and cash flows for the periods then ended (subject, in the case of the Company unaudited statements, to normal year-end audit adjustments and its Subsidiaries for the respective periods or as of the respective dates set forth therein (collectivelyto any other adjustments described therein, the "COMPANY FINANCIAL STATEMENTS"). As of the respective filing date for the applicable Company SEC Document in which it was included, each of the Company Financial Statements (including the notes thereto) and (ii) complied at the time it was filed as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and was prepared thereto in accordance with accounting principles generally accepted in effect at the United States ("GAAP") applied on a consistent basis during the periods or as time of the respective dates involved, except as otherwise noted therein and subject, in the case of unaudited interim financial statements, to normal year-end adjustmentssuch filing. (b) There are no material liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued the type required to be disclosed or unaccrued, absolute or contingent, liquidated or unliquidated, or due or to become due, reserved against in each casethe consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, other than than: (i) liabilities or obligations disclosed and provided for in the Company’s unaudited consolidated balance sheet as at September 30, 2015 (i) referenced (whether by value or otherwisethe “Company Balance Sheet”) or reflected in the Company SEC Documents, the Company Financial Statements or disclosed in the notes thereto, (ii) liabilities or obligations incurred since December 31, 2001 in the ordinary course of businessbusiness consistent with past practice in all material respects since September 30, 2015 (iiithe “Company Balance Sheet Date”) or arising or incurred in connection with the transactions or contemplated hereby by this Agreement, and (iii) liabilities or (iv) obligations that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) Since January 1, 2014, there has been no change in the Company’s accounting policies or the methods of making accounting estimates or changes in estimates that are material to the Company’s financial statements, except as described in the Company Filings or except as may be required or permitted by any Governmental Entity. The reserves reflected in Company’s financial statements are in accordance with GAAP and have been calculated in a consistent manner. (d) To the Knowledge of the Company, since January 1, 2014, neither the Company nor its independent auditors have identified (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 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. (e) Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, auditor, accountant, consultant or representative of the Company or any of its Subsidiaries has, since January 1, 2014, received written notice of any substantive complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices. No current or former attorney representing the Company or any of its Subsidiaries has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or to any current director or executive officer of the Company. (f) To the Knowledge of the Company, no employee of the Company or any of its Subsidiaries 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 of the type described in Section 806 of the Sxxxxxxx-Xxxxx Act by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, auditor, accountant, consultant or authorized representative of the Company or any of its Subsidiaries has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Sxxxxxxx-Xxxxx Act.

Financial Statements; Liabilities. (a) Seller has previously made available to Buyer true, complete and correct copies of the statutory financial statements and all amendments thereto of the Insurance Companies as audited by PriceWaterhouseCoopers LLP and filed with the Texas Department of Insurance for the years ended December 31, 2004, 2003 and 2002 and the unaudited statutory financial statements as of and for the quarterly period ended March 31, 2005, together with all exhibits and schedules thereto (collectively, the “SAP Statements”). Each of the consolidated balance sheets included in the Company SEC Documents fairly presents SAP Statements presents, in all material respects respects, the consolidated statutory financial position condition of the Company and its Subsidiaries as of Insurance Companies, at the respective dates thereof, and the other related consolidated financial statements (including the notes thereto) included therein fairly present in all material respects the statutory results of operations and cash flows of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein (collectively, the "COMPANY FINANCIAL STATEMENTS"). As of the respective filing date for the applicable Company SEC Document in which it was included, each of the Company Financial Statements (including the notes thereto) complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and was prepared ended in accordance with accounting principles generally accepted in the United States ("GAAP") SAP, applied on a consistent basis during by the Insurance Companies throughout the periods or as of the respective dates involved, indicated except as otherwise specifically noted therein and subject, in the case of unaudited interim financial statements, to normal year-end adjustmentstherein. (b) There are no material liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued or unaccrued, absolute or contingent, liquidated or unliquidated, or due or Insurance Companies required to become due, be reflected as liabilities in each case, financial statements prepared in accordance with SAP other than (i) liabilities or obligations (i) referenced (whether by value reflected or otherwise) or reflected reserved against in the Company SEC DocumentsMarch 31, the Company Financial Statements or disclosed 2005 balance sheet Execution Copy - 10 - included in the notes theretoMarch 31, 2005 SAP Statements, not heretofore discharged, or (ii) incurred since December policyholder benefits payable or other liabilities arising after March 31, 2001 2005 in the ordinary course of businessbusiness consistent with past practice and in amounts consistent with past practice, (iii) incurred in connection with the transactions contemplated hereby none of which has had or (iv) that would notis reasonably likely to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All reserve liabilities reflected in the SAP Statements (w) were determined in accordance with commonly accepted actuarial standards consistently applied except as noted therein, (x) were fairly stated in accordance with sound actuarial principles, (y) met the requirements of the insurance Laws of the state of domicile, and, in the aggregate, each other jurisdiction in which any of the Insurance Companies is licensed to write insurance and (z) reflected or will reflect, as applicable, the related reinsurance, coinsurance and other similar agreements of the Insurance Companies. (c) The Insurance Companies have paid in full or established reserves reflected in the SAP Statements for all guaranty or other similar state governmental fund assessments required by any Governmental Entity to be paid by them prior to the date of this Agreement. As of the date of this Agreement and except as and to the extent paid prior to March 31, 2005 or reserved against in the SAP Statements, the Insurance Companies have not received any guaranty fund assessments.

Financial Statements; Liabilities. (a) Each Included in the Form 10-Q for the three months ended April 30, 2003 ("Form 10-Q") are the Company's consolidated unaudited balance sheet (the "Balance Sheet") as of April 30, 2003 (the "Balance Sheet Date"), and the consolidated unaudited statement of operations for the three-month period then ended ("Operating Statement"). Included in its annual report on Form 10-K for the year ended October 31, 2002 ("Annual Report") are the Company's consolidated audited balance sheets included in as of October 31, 2002 and the Company SEC Documents fairly presents consolidated audited statements of operations, cash flow and changes of stockholders' equity for the period then ended, together with the related report of Kostin, Ruffkess & Company, LLC(a) , independent certified public xxxxxxtants such year-end balance sheet, statement of operations, cash flow and changes of stockholders' equity and report, together with the Balance Sheet and Operating Statement, the "Financial Statements"). The Financial Statements (including any notes thereto): (i) are complete and correct in all material respects and are in accordance with the books and records of the Company; (ii) present fairly the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereofcondition, and the other related consolidated financial statements (including the notes thereto) included therein fairly present in all material respects the results of operations and cash flows of the Company and its Subsidiaries subsidiaries at the respective dates therein specified and the results of operations and changes in financial position of the Company and its subsidiaries for the respective periods or as of the respective dates set forth therein specified; and (collectively, the "COMPANY FINANCIAL STATEMENTS"). As of the respective filing date for the applicable Company SEC Document in which it was included, each of the Company Financial Statements (including the notes theretoiii) complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and was were prepared in accordance with generally accepted accounting principles generally accepted in the United States ("GAAP") applied on a basis consistent basis during with prior accounting periods (except that the periods or as of the respective dates involved, except as otherwise noted therein and subject, in the case of unaudited interim financial statements, statements are subject to normal year-end adjustmentsaudit adjustments which will not be material in amount and do not contain complete footnotes). (b) There are The Company has no material liabilities or obligations of any nature, either actual or absolute, contingent or otherwise, which are not reflected or provided for in the Financial Statements or related notes. (i) Changes. Since October 31, 2002, except as disclosed in SEC Filings, including without limitation, the Form 10-Q and current reports on Form 8-K or the Annual Report, or through direct disclosure to Purchaser during this due diligence period, there has been no event which was has had, or could reasonably be expected to have, a Material Adverse Effect. Since the Balance Sheet Date, the Company has conducted its business in all material respects in the ordinary course consistent with past practices, and without limiting the generality of the foregoing, other than those items disclosed to the Purchaser during the due diligence process, there has not been any: (1) change, occurrence or circumstance in or affecting the business, assets, liabilities, financial condition, operations or prospects of the Company or any of its subsidiaries that has had or may reasonably be expected to have a Material Adverse Effect; (2) resignation or termination of any key officers, employees or consultants of the Company or any of its subsidiaries; (3) material change, except in the ordinary course of business, in the contingent obligations of the Company or any of its Subsidiaries subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise which has had or may reasonably be expected to have a Material Adverse Effect; (4) damage, destruction or loss, whether or not covered by insurance, that has had or may reasonably be expected to have a Material Adverse Effect on the Company; (5) waiver by the Company or any of its subsidiaries of a material right or of a material debt owed to any of them which has had or may reasonably be expected to have a Material Adverse Effect; (6) direct or indirect loans or advances made by the Company or any of its subsidiaries to any stockholder, employee, consultant, officer, director or Affiliate of the Company or any of its subsidiaries in violation of Section 402 of the Sarbanes-Oxley Act of 2002; (7) materiax xxxxxx xx xxy compensation arrangement or agreement with any employee, consultant, officer, director or shareholder has had or may reasonably be expected to have a Material Adverse Effect; (8) declaration or payment of any kind whatsoeverdividend or other distribution of assets of the Company or any of its subsidiaries or any direct or indirect redemption, whether accrued purchase, retirement or unaccruedother acquisition of any shares of its capital stock has had or may reasonably be expected to have a Material Adverse Effect; (9) debt, absolute obligation or contingentliability incurred, liquidated assumed or unliquidatedguaranteed by the Company or any of its subsidiaries, or due or to become due, in each case, other than liabilities or obligations (i) referenced (whether by value or otherwise) or reflected except those for amounts not exceeding $250,000 in the Company SEC Documents, the Company Financial Statements aggregate or disclosed in the notes thereto, (ii) for current liabilities incurred since December 31, 2001 in the ordinary course of business; (10) sale, assignment or transfer of any of the assets or rights of the Company or any of its subsidiaries (iiiother than the sale of their respective inventory in the ordinary course of business), including patents, trademarks, copyrights, trade secrets or other intangible assets or intellectual property, or any mortgage or pledge of or Lien imposed upon any of the assets or properties of the Company or any of its subsidiaries, except in the ordinary course of business except any such sales, assignments, transfers, mortgages, pledges or liens which, in the aggregates, have had, or may reasonably be expected to have, a Material Adverse Effect; (11) incurred change in connection with or event of default under any material agreement to which the transactions contemplated hereby Company or any of its subsidiaries is a party or by which any of them is bound which modification or event of default has had or may reasonably be expected to have, a Material Adverse Effect; (iv12) that would notpurchase or other acquisition of any operating business or a material amount of assets or the capital stock of any other Person; or (13) other event or condition of any character that, either individually or in the aggregatecumulatively, has had or may reasonably be expected to have a Company Material Adverse Effect.

Financial Statements; Liabilities. (a) Each Included in the Form 10-Q for the nine months ended September 30, 2002 ("Form 10-Q") are the Company's consolidated unaudited balance sheet (the "Balance Sheet") as of September 30, 2002 (the "Balance Sheet Date"), and the consolidated unaudited statement of operations for the nine-month period then ended ("Operating Statement"). Included in its annual report on Form 10-K for the year ended December 31, 2001 ("Annual Report") are the Company's consolidated audited balance sheets included in as of December 31, 2001 and the Company SEC Documents fairly presents consolidated audited statements of operations, cash flow and changes of stockholders' equity for the period then ended, together with the related report of Marcum & Kliegman LLP, independent certified public accountants (xxxx yexx-xxx xalance sheet, statement of operations, cash flow and changes of stockholders' equity and report, together with the Balance Sheet and Operating Statement, the "Financial Statements"). The Financial Statements (including any notes thereto): (i) are complete and correct in all material respects and are in accordance with the books and records of the Company; (ii) present fairly the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereofcondition, and the other related consolidated financial statements (including the notes thereto) included therein fairly present in all material respects the results of operations and cash flows of the Company and its Subsidiaries subsidiaries at the respective dates therein specified and the results of operations and changes in financial position of the Company and its subsidiaries for the respective periods or as of the respective dates set forth therein specified; and (collectively, the "COMPANY FINANCIAL STATEMENTS"). As of the respective filing date for the applicable Company SEC Document in which it was included, each of the Company Financial Statements (including the notes theretoiii) complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and was were prepared in accordance with generally accepted accounting principles generally accepted in the United States ("GAAP") applied on a basis consistent basis during with prior accounting periods (except that the periods or as of the respective dates involved, except as otherwise noted therein and subject, in the case of unaudited interim financial statements, statements are subject to normal year-end adjustmentsaudit adjustments which will not be material in amount and do not contain complete footnotes). (b) There are The Company and its subsidiaries have no material liabilities or obligations of the Company any nature, either actual or any of its Subsidiaries of any kind whatsoeverabsolute, whether accrued or unaccrued, absolute or contingent, liquidated or unliquidated, or due or to become due, in each case, other than liabilities or obligations (i) referenced (whether by value contingent or otherwise) , which are not reflected or reflected provided for in the Company SEC Documents, the Company Financial Statements or disclosed related notes except liabilities included in the notes theretoestimated loss from operations set forth in Section 3.9(b) of the Disclosure Schedule. (c) The Company anticipates a loss from operations, (ii) incurred since during the quarter ended December 31, 2001 2002, as set forth in Section 3.9(c) of the ordinary course of business, (iii) incurred in connection with the transactions contemplated hereby or (iv) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectDisclosure Schedule.

Financial Statements; Liabilities. Attached hereto as Schedule 3.05 are the audited balance sheets and the related statements of income, stockholders’ equity and cash flows (aincluding the related notes and schedules thereto and reports of independent auditors) Each of the consolidated Company as of and for the periods ended December 31, 2006, December 31, 2005 and December 31, 2004, and the unaudited balance sheets included in sheet and the related statement of income, stockholders’ equity and cash flows as of and for the nine month period ended September 30, 2007 (collectively, the “Financial Statements”). The Financial Statements of the Company SEC Documents present fairly presents in all material respects the consolidated financial position of the Company as at the dates thereof and its Subsidiaries as results of operations for the respective dates thereof, periods covered thereby and the other related consolidated financial statements (including the notes thereto) included therein fairly present have been prepared in all material respects in accordance with generally accepted accounting principles (“GAAP”) consistently applied. Except as expressly set forth in the results of operations and cash flows of Financial Statements or Schedule 3.05, (i) subsequent to September 30, 2007, the Company has no liabilities, commitments or obligations, of any nature, whether absolute, accrued, contingent or otherwise and its Subsidiaries for the respective periods whether or as not of the respective dates a type required to be set forth therein (collectively, the "COMPANY FINANCIAL STATEMENTS"). As of the respective filing date for the applicable Company SEC Document in which it was included, each of the Company Financial Statements (including the notes thereto) complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and was on a balance sheet prepared in accordance with accounting principles generally accepted in the United States ("GAAP") applied on a consistent basis during the periods or as of the respective dates involved, except as otherwise noted therein and subject, in the case of unaudited interim financial statements, to normal year-end adjustments. (b) There are no material liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued or unaccrued, absolute or contingent, liquidated or unliquidated, or due or to become due, in each case, GAAP other than (a) liabilities or obligations (i) referenced (whether by value or otherwise) or reflected in the Company SEC Documents, the Company Financial Statements or disclosed in the notes thereto, (ii) incurred since December 31, 2001 in the ordinary course of business (it being understood the business of the Company is manufacturing, selling, developing or distributing spine or spine-related medical products or accessories and the NTR Dental Device and related accessories) (“Ordinary Course of Business”) and (b) obligations under contracts and commitments incurred in the Ordinary Course of Business and not required under GAAP to be reflected in the Financial Statements; (ii) since December 31, 2006, there has been no material adverse change in the assets, business, liabilities, properties, condition (financial or otherwise) or results of operations of the Company; (iii) incurred since December 31, 2006, neither the business, condition or operations of the Company nor any of its properties or assets has been materially or adversely affected as a result of any legislative or regulatory change, any revocation or change in connection with the transactions contemplated hereby any franchise, license or right to do business, or any other event or occurrence, whether or not insured against; and (iv) that would notsince December 31, individually 2006, the Company has not entered into any transaction outside of the Ordinary Course of Business or, except as set forth in Schedule 3.05, made any distribution on its capital stock or in the aggregate, reasonably be expected to have a Company Material Adverse Effectother ownership interest.

Financial Statements; Liabilities. (a) Each of the consolidated balance sheets included financial statements (including, in each case, any notes thereto) contained in the Company SEC Documents fairly presents in all material respects the consolidated financial position of the Company and its Subsidiaries complied as of the respective dates thereofto form, and the other related consolidated financial statements (including the notes thereto) included therein fairly present in all material respects the results of operations and cash flows of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein (collectively, the "COMPANY FINANCIAL STATEMENTS"). As of the respective filing date for the applicable Company SEC Document in which it was included, each of the Company Financial Statements (including the notes thereto) complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and was prepared in accordance with U.S. generally accepted accounting principles generally accepted in the United States ("GAAP") applied on a consistent basis during through the periods or period indicated (except as may be indicated in the notes thereto) and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of the dates thereof and its consolidated results of operations and changes in financial position for the respective dates involved, except as otherwise noted therein and periods then ended (subject, in the case of unaudited interim financial statements, to normal year-end adjustmentsthe absence of certain footnote disclosures). (b) There are Except as set forth in Section 3.7(b) of the Company Disclosure Schedule, the Company and its Subsidiaries have no material liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued known or unaccruedunknown, absolute asserted or unasserted, accrued, contingent, liquidated absolute, determined, determinable or unliquidated, or due or to become dueotherwise, in each case, other than (i) liabilities or obligations disclosed on the face of (irather than in any notes thereto) referenced the most recent consolidated balance sheet (whether by value or otherwiserather than in any notes thereto) or reflected for the Company and its Subsidiaries included in the Company SEC Documents, the Company Financial Statements or disclosed in the notes thereto, ; (ii) liabilities or obligations incurred since December 31, 2001 in the ordinary course of businessbusiness (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract, breach of warranty, tort, infringement or violation of law) since the date of the most recent consolidated balance sheet for the Company and its Subsidiaries included in the Company SEC Documents; and (iii) incurred in connection with liabilities or obligations, the transactions contemplated hereby or (iv) that would notexistence of which, individually or in the aggregate, reasonably be expected to could not have a Company Material Adverse Effect. (c) Except as set forth in Section 3.7(c) of the Company Disclosure Schedule, the Company and its Subsidiaries have no Indebtedness for borrowed money.

Financial Statements; Liabilities. (a) Each of the consolidated balance sheets included in the Company SEC Documents fairly presents in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof, and the other related consolidated financial statements (including the notes thereto) included therein fairly present in all material respects the results of operations and cash flows of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein (collectively, the "COMPANY FINANCIAL STATEMENTSFinancial Statements"). As of the respective filing date for the applicable Company SEC Document in which it was included, each of the Company Financial Statements (including the notes thereto) complied in all material respects with the then then-applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and was prepared in accordance with accounting principles generally accepted in the United States ("GAAP") applied on a consistent basis during the periods or as of the respective dates involved, except as otherwise noted therein and subject, in the case of unaudited interim financial statements, to normal year-end adjustments. (b) There are no material liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued or unaccrued, absolute or contingent, liquidated or unliquidated, or due or to become due, in each case, other than liabilities or obligations (i) referenced (whether by value or otherwise) or reflected in the Company SEC Documents, the Company Financial Statements or disclosed in the notes thereto, thereto (iii) incurred since December 31, 2001 2002 in the ordinary course of business, ; (iiiii) incurred under this Agreement or in connection with the transactions contemplated hereby hereby; (iii) of the Company under the agreements, material contracts ("Contracts"), leases, or licenses to which they are parties; and (iv) that which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Financial Statements; Liabilities. (a) Each of the consolidated balance sheets The financial statements included in the Company SEC Documents September 10-Q present fairly presents in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereofposition, and the other related consolidated financial statements (including the notes thereto) included therein fairly present in all material respects the results of operations and cash flows of the Company and its Subsidiaries the Subsidiaries, at the dates and for the respective periods or as of the respective dates set forth therein (collectivelycovered thereby, the "COMPANY FINANCIAL STATEMENTS"). As of the respective filing date for the applicable Company SEC Document in which it was included, each of the Company Financial Statements (including the notes thereto) complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and was have been prepared in accordance conformity with generally accepted accounting principles generally accepted in the United States ("GAAP") applied on a consistent basis during throughout the periods or as of covered thereby and on a basis consistent with the respective dates involved, except as otherwise noted therein and subject, audited financial statements appearing in the case 1997 Form 10-K, and include all adjustments (consisting only of unaudited interim normal recurring adjustments) necessary to present fairly the financial statementsposition, to normal year-end adjustments. (b) There are no material liabilities or obligations results of operations and cash flows of the Company and the Subsidiaries at the dates and for the periods covered thereby. Except as and to the extent disclosed, reflected or reserved against in the financial statements of the Company and the notes thereto included in the SEC Reports, neither the Company nor any of its Subsidiaries of Subsidiary has any kind whatsoeverliability, debt or obligation, whether accrued accrued, absolute, contingent or unaccruedotherwise, absolute or contingent, liquidated or unliquidated, or and whether due or to become due, in each case, other than liabilities or obligations (i) referenced (whether by value or otherwise) or reflected in the Company SEC Documents, the Company Financial Statements or disclosed in the notes thereto, (ii) incurred since December 31, 2001 in the ordinary course of business, (iii) incurred in connection with the transactions contemplated hereby or (iv) that would notdue which, individually or in the aggregate, reasonably be expected are material to have the Company and the Subsidiaries, taken as a whole. Subsequent to September 30, 1998, neither the Company Material Adverse Effectnor any Subsidiary has incurred any liability, debt or obligation of any nature whatsoever which, individually or in the aggregate are material to the Company and the Subsidiaries, taken as a whole, other than those incurred in the ordinary course of their respective businesses.

Financial Statements; Liabilities. (a) Each of the consolidated balance sheets included in the Company SEC Documents The Audited RP Financial Statements fairly presents in all material respects present the consolidated financial position of the Company and its Subsidiaries RP Group as of the respective dates thereof, thereof and the other related results of their operations and cash flow for the periods then ended in accordance with GAAP, except as otherwise set forth therein or in the notes thereto. (b) The November Financial Statements are correct and complete in all material respects and fairly present the consolidated financial statements position of the RP Group as of the dates thereof and the results of their operations and cash flows for the periods then ended in accordance with GAAP, except (1) that they are subject to recurring year-end audit adjustments (which are not material in the aggregate) and any other adjustments described with reasonable specificity therein (which are not material in the aggregate) and (2) the absence of footnote disclosure and except as otherwise set forth therein or in the notes thereto. The November Financial Statements have been prepared (A) on a basis consistent with the Audited RP Financial Statements subject to (i) recurring year-end audit adjustments (which are not material in the aggregate) and any other adjustments described with reasonable specificity therein (which are not material in the aggregate) and (ii) the absence of footnote disclosure and (B) from the books and records of the RP Group, which books and records accurately and fairly reflect the consolidated operations and financial position of the RP Group in all material respects. (c) The November Balance Sheet fairly reflects all Liabilities of the RP Group as of the date and for the periods specified therein of the types required to be reflected in accordance with GAAP. Except for (i) Liabilities that will arise or be incurred by the RP Group in connection with the transactions contemplated hereby, (ii) Liabilities incurred in the ordinary course of business consistent with past practice after November 30, 2001 and the incurrence of which is not prohibited hereby and (iii) Liabilities disclosed in Schedule 4.8(c), the RP Group has no material Liabilities whether accrued, absolute, contingent or otherwise, which are not otherwise reflected on the November Balance Sheet (including the notes thereto) included therein fairly present in all material respects the results of operations and cash flows of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein (collectively, the "COMPANY FINANCIAL STATEMENTS"if any). As Except pursuant to the deposit and collection of the respective filing date for the applicable Company SEC Document in which it was included, each of the Company Financial Statements (including the notes thereto) complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and was prepared in accordance with accounting principles generally accepted in the United States ("GAAP") applied on a consistent basis during the periods or as of the respective dates involved, except as otherwise noted therein and subject, in the case of unaudited interim financial statements, to normal year-end adjustments. (b) There are no material liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued or unaccrued, absolute or contingent, liquidated or unliquidated, or due or to become due, in each case, other than liabilities or obligations (i) referenced (whether by value or otherwise) or reflected in the Company SEC Documents, the Company Financial Statements or disclosed in the notes thereto, (ii) incurred since December 31, 2001 checks in the ordinary course of business, no Member of the RP Group has guaranteed or become a surety for or is otherwise contingently liable for the Liabilities of any other Person. (iiid) incurred The books of account, minute books, and other records of the RP Group, all of which have been made available to Buyer, are complete and correct in connection all material respects and have been maintained in accordance with sound business practices. (e) The accounting books and records of the RP Group (1) are correct and complete in all material respects; (2) are maintained in a manner consistent with past practice; (3) have recorded therein all the properties and assets and liabilities of the RP Group required to be reflected under GAAP and (4) reflect all transactions contemplated hereby entered into by the Members of the RP Group or to which any of the Members of the RP Group is a party. (ivf) that would not, individually Schedule 4.8(f) sets forth the name of each bank in which any of the Members of the RP Group has an account or in safe deposit box or with which any of the aggregate, reasonably be expected to have a Company Material Adverse EffectMembers of the RP Group has an arrangement for safekeeping.

Financial Statements; Liabilities. (a) Each The consolidated financial statements of the consolidated balance sheets Company and the Company Subsidiaries (including in each case, any related notes and schedules thereto, where applicable) included in the Company SEC Documents Reports (collectively, the “Company Financial Statements”), fairly presents present in all material respects the consolidated financial position of the Company and its the Company Subsidiaries as of the respective dates date thereof, and the other related consolidated financial statements (including the notes thereto) included therein fairly present in all material respects the results of operations and the consolidated operations, changes in stockholders’ equity, cash flows and consolidated financial position of the Company and its the consolidated Company Subsidiaries for the respective fiscal periods or as of the respective dates date therein set forth therein (collectivelyforth, except the "COMPANY FINANCIAL STATEMENTS"). As Company Financial Statements are subject, in the case of unaudited statements, to normal year-end audit adjustments as permitted by GAAP and the applicable rules and regulations of the respective filing date for the applicable Company SEC Document in which it was included, each SEC. Each of the Company Financial Statements (including the related notes and schedules thereto) , where applicable), as of their respective dates, complied in all material respects with the then applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes and schedules thereto, where applicable) and was prepared have been prepared, in all material respects, in accordance with accounting principles generally accepted in the United States ("GAAP") GAAP consistently applied on a consistent basis during the periods or as of the respective dates involved, except as otherwise noted therein and subjectindicated in such statements or in the notes thereto and, in the case of unaudited interim financial statementsstatements as may be permitted by the SEC for Quarterly Reports of Form 10-Q. (b) The interim consolidated financial statements of the Company and the Company Subsidiaries for the six months ended June 30, 2017 (collectively the “Interim Company Financial Statements”), fairly present in all material respects the consolidated financial position of the Company and the Company Subsidiaries as of the date thereof, and fairly present in all material respects the results of the consolidated operations, changes in stockholders’ equity, cash flows and consolidated financial position of the Company and the consolidated Company Subsidiaries for the respective fiscal periods or as of the date therein set forth, except the Interim Company Financial Statements are subject to normal year-end adjustmentsaudit adjustments as permitted by GAAP and the applicable rules and regulations of the SEC. The Interim Company Financial Statements have been prepared, in all material respects, in accordance with GAAP consistently applied, except as indicated in such statements or in the notes thereto. (bc) There Except for (i) those liabilities and obligations that are no material liabilities in their respective amounts reflected or obligations reserved against on the June 30, 2017 consolidated balance sheet of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued or unaccrued, absolute or contingent, liquidated or unliquidated, or due or to become due, in each case, other than liabilities or obligations (i) referenced (whether by value or otherwise) or reflected in and the Company SEC Documents, Subsidiaries included in the Company Financial Statements or disclosed readily apparent in the notes thereto, thereto or (ii) liabilities or obligations incurred since December 31, 2001 in the ordinary course of businessbusiness consistent with past practice since the date of such balance sheet that are immaterial in amount, neither the Company nor any of the Company Subsidiaries have any liability or obligation of any nature whatsoever (iiiwhether absolute, accrued, contingent or otherwise and whether due or to become due and including any off-balance sheet financings, loans, indebtedness, make whole or similar liabilities or obligations) incurred of a type required to be reflected or reserved for on a consolidated balance sheet of the Company and the Company Subsidiaries prepared in connection accordance with the transactions contemplated hereby GAAP, except for liabilities or (iv) obligations that would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect.

Financial Statements; Liabilities. (a) Each of The Financial Statements, attached hereto as Schedule 4(l), present fairly the consolidated balance sheets included in the Company SEC Documents fairly presents in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereofposition, and the other related consolidated financial statements (including the notes thereto) included therein fairly present in all material respects the results of operations and cash flows of the Company Company, the other Borrowers and its Subsidiaries the Subsidiaries, at the dates and for the respective periods or as of the respective dates set forth therein (collectivelycovered thereby, the "COMPANY FINANCIAL STATEMENTS"). As of the respective filing date for the applicable Company SEC Document in which it was included, each of the Company Financial Statements (including the notes thereto) complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and was have been prepared in accordance conformity with generally accepted accounting principles generally accepted in the United States ("GAAP") applied on a consistent basis during throughout the periods or as covered thereby, and include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows of the respective Company, the other Borrowers and the Subsidiaries at the dates involvedand for the periods covered thereby. Except as and to the extent disclosed, except as otherwise noted therein and subject, reflected or reserved against in the case of unaudited interim financial statementsFinancial Statements, to normal year-end adjustments. (b) There are no material liabilities neither the Company, the other Borrowers, nor any Subsidiary has any liability, debt or obligations of the Company or any of its Subsidiaries of any kind whatsoeverobligation, whether accrued or unaccruedaccrued, absolute or contingent, liquidated or unliquidated, or and whether due or to become due, in each case, other than liabilities or obligations (i) referenced (whether by value or otherwise) or reflected in the Company SEC Documents, the Company Financial Statements or disclosed in the notes thereto, (ii) incurred since December 31, 2001 in the ordinary course of business, (iii) incurred in connection with the transactions contemplated hereby or (iv) that would notdue which, individually or in the aggregate, reasonably are material to the Company, the other Borrowers and the Subsidiaries, taken as a whole. Except as set forth on Schedule 4(l), subsequent to September 30, 2013, neither the Company, the other Borrowers nor any Subsidiary has incurred any liability, debt or obligation of any nature whatsoever which, individually or in the aggregate are material to the Company, the other Borrowers and the Subsidiaries, taken as a whole, other than those incurred in the ordinary course of their respective businesses. A detailed description and the amount of the Indebtedness of the Company, the other Borrowers and Subsidiaries that will be expected to have a Company Material Adverse Effectoutstanding on the Closing Date appear on Schedule 4(l) attached hereto.

Financial Statements; Liabilities. (a) Each Included in the Form 10-Q for the three months ended April 30, 2003 ("Form 10-Q") are the Company's consolidated unaudited balance sheet (the "Balance Sheet") as of April 30, 2003 (the "Balance Sheet Date"), and the consolidated unaudited statement of operations for the three-month period then ended ("Operating Statement"). Included in its annual report on Form 10-K for the year ended October 31, 2002 ("Annual Report") are the Company's consolidated audited balance sheets included in as of October 31, 2002 and the Company SEC Documents fairly presents consolidated audited statements of operations, cash flow and changes of stockholders' equity for the period then ended, together with the related report of Kostin, Ruffkess & Company, LLC, independent certified public accounxxxxx such year-end balance sheet, statement of operations, cash flow and changes of stockholders' equity and report, together with the Balance Sheet and Operating Statement, the "Financial Statements"). The Financial Statements (including any notes thereto): (i) are complete and correct in all material respects and are in accordance with the books and records of the Company; (ii) present fairly the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereofcondition, and the other related consolidated financial statements (including the notes thereto) included therein fairly present in all material respects the results of operations and cash flows of the Company and its Subsidiaries subsidiaries at the respective dates therein specified and the results of operations and changes in financial position of the Company and its subsidiaries for the respective periods or as of the respective dates set forth therein specified; and (collectively, the "COMPANY FINANCIAL STATEMENTS"). As of the respective filing date for the applicable Company SEC Document in which it was included, each of the Company Financial Statements (including the notes theretoiii) complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and was were prepared in accordance with generally accepted accounting principles generally accepted in the United States ("GAAP") applied on a basis consistent basis during with prior accounting periods (except that the periods or as of the respective dates involved, except as otherwise noted therein and subject, in the case of unaudited interim financial statements, statements are subject to normal year-end adjustmentsaudit adjustments which will not be material in amount and do not contain complete footnotes). (b) There are The Company has no material liabilities or obligations of the Company any nature, either actual or any of its Subsidiaries of any kind whatsoeverabsolute, whether accrued or unaccrued, absolute or contingent, liquidated or unliquidated, or due or to become due, in each case, other than liabilities or obligations (i) referenced (whether by value contingent or otherwise) , which are not reflected or reflected provided for in the Company SEC Documents, the Company Financial Statements or disclosed in the notes thereto, (ii) incurred since December 31, 2001 in the ordinary course of business, (iii) incurred in connection with the transactions contemplated hereby or (iv) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectrelated notes.

Financial Statements; Liabilities. (a) Each The audited consolidated financial statements and unaudited consolidated interim financial statements of the consolidated balance sheets Parent included in the Company SEC Documents fairly presents Parent Filings (i) were prepared in accordance with IFRS (except in the case of unaudited statements as permitted by applicable Laws) applied on a consistent basis (except as may be indicated in the notes thereto), (ii) complied at the time it was filed as to form in all material respects with the consolidated financial position applicable accounting requirements in effect at the time of filing and (iii) give a true and fair view, in accordance with IFRS, of the Company state and affairs of the Parent and its Subsidiaries as of the respective dates thereof, thereof and the other related consolidated financial statements (including the notes thereto) included therein fairly present in all material respects the results profits of operations and cash flows of the Company Parent and its Subsidiaries for the respective periods or as of the respective dates set forth therein indicated (collectively, the "COMPANY FINANCIAL STATEMENTS"). As of the respective filing date for the applicable Company SEC Document in which it was included, each of the Company Financial Statements (including the notes thereto) complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and was prepared in accordance with accounting principles generally accepted in the United States ("GAAP") applied on a consistent basis during the periods or as of the respective dates involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustmentsaudit adjustments and to any other adjustments described therein, including the notes thereto). (b) There are no material liabilities or obligations of the Company Parent or any of its Subsidiaries of any kind whatsoever, whether accrued the type required to be disclosed or unaccrued, absolute or contingent, liquidated or unliquidated, or due or to become due, reserved against in each casethe consolidated balance sheet of Parent and its consolidated Subsidiaries prepared in accordance with IFRS, other than than: (i) liabilities or obligations disclosed and provided for in the Company’s unaudited consolidated balance sheet as at June 30, 2015 (i) referenced (whether by value or otherwisethe “Parent Balance Sheet”) or reflected in the Company SEC Documents, the Company Financial Statements or disclosed in the notes thereto, (ii) liabilities or obligations incurred since December 31, 2001 in the ordinary course of businessbusiness consistent with past practice in all material respects since June 30, 2015 (iiithe “Parent Balance Sheet Date”) or arising or incurred in connection with the transactions or contemplated hereby by this Agreement, and (iii) liabilities or (iv) obligations that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect. (c) Since January 1, 2014, there has been no change in Parent’s accounting policies or the methods of making accounting estimates or changes in estimates that are material to Parent’s financial statements, except as described in the Parent Filings or except as may be required or permitted by any Governmental Entity. The reserves reflected in the Parent’s financial statements are in accordance with IFRS and have been calculated in a consistent manner. (d) To the Knowledge of Parent, since January 1, 2014, neither Parent nor its independent auditors have identified (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Parent, (ii) any fraud, whether or not material, that involves Parent’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent or (iii) any claim or allegation regarding any of the foregoing. (e) Neither Parent nor any of its Subsidiaries nor, to the Knowledge of Parent, any director, officer, auditor, accountant, consultant or representative of Parent or any of its Subsidiaries has, since January 1, 2014, received written notice of any substantive complaint, allegation, assertion or claim that Parent or any of its Subsidiaries has engaged in questionable accounting or auditing practices. No current or former attorney representing Parent or any of its Subsidiaries has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent Board or any committee thereof or to any current director or executive officer of Parent.

Financial Statements; Liabilities. (a) Each Section 3.5(a) of the consolidated balance sheets included Parent Disclosure Schedule sets forth: the audited statements of profit or loss, changes in the Company SEC Documents fairly presents in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof, and the other related consolidated financial statements (including the notes thereto) included therein fairly present in all material respects the results of operations equity and cash flows of the Company and its Subsidiaries eBay Korea LLC for the respective periods or years ended December 31, 2020, 2019 and 2018 and the audited balance sheet of eBay Korea LLC as of the respective dates set forth therein December 31, 2020, 2019 and 2018 (collectively, the "COMPANY FINANCIAL STATEMENTS"“Business Financial Statements”). As of the respective filing date for the applicable Company SEC Document in which it was included, each of the Company The Business Financial Statements (including the notes theretoi) complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and was were prepared in accordance with accounting principles generally accepted in the United States ("GAAP") GAAP consistently applied on a consistent basis during throughout the periods or as of the respective dates involved, except as otherwise noted therein and subject(ii) present fairly, in all material respects, the financial position and the results of operations of the Business, in the aggregate, as of the respective dates thereof or the periods then ended, in each case of unaudited interim financial statements, except as may be noted therein and subject to normal and recurring year-end adjustments; provided that the Business Financial Statements and the foregoing representations and warranties are qualified by the fact that (x) the Business has not operated on a separate standalone basis and has historically been reported within Parent’s combined financial statements, (y) the Business Financial Statements assume certain allocated charges and credits which do not necessarily reflect amounts that would have resulted from arm’s-length transactions or that the Business would incur on a standalone basis, and (z) the Business Financial Statements are not necessarily indicative of what the results of operations, financial position and cash flows of the Business or the Company will be in the future. (b) There are no material liabilities or obligations of the Company or any of its Subsidiaries eBay Korea LLC of any kind whatsoevernature, whether accrued or unaccruednot accrued, absolute contingent or contingentotherwise, liquidated or unliquidated, or due or that would be required by GAAP to become due, in each casebe reflected on a balance sheet of the Company, other than liabilities or obligations those that (i) referenced are reflected or reserved against on the Business Financial Statements (whether by value or otherwisedescribed in the notes thereto) or reflected in the Company SEC Documents, the Company Financial Statements determination of Working Capital or disclosed in the notes thereto, Net Indebtedness; (ii) have been incurred in the Ordinary Course of Business since December 31, 2001 in 2020 (the ordinary course of business, “Last Balance Sheet Date”); (iii) are incurred in connection with the transactions contemplated hereby or the announcement, negotiation, execution or performance of this Agreement, the Ancillary Agreements or the Sale; (iv) that have been (or will be prior to the Closing) discharged or paid off; or (v) would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Business Material Adverse Effect.

Financial Statements; Liabilities. (a) Each The consolidated financial statements of Birch Communications, Inc. (“BCI”) and the other BCHI Subsidiaries (including in each case, any related notes and schedules thereto, where applicable) set forth in Section 4.5 of the consolidated balance sheets included in BCHI Disclosure Letter (collectively, the Company SEC Documents “BCHI Financial Statements”), fairly presents present in all material respects the consolidated financial position of BCI and the Company and its other BCHI Subsidiaries as of the respective dates date thereof, and the other related consolidated financial statements (including the notes thereto) included therein fairly present in all material respects the results of operations and the consolidated operations, changes in stockholders’ equity, cash flows and consolidated financial position of BCI and the Company and its other BCHI Subsidiaries for the respective fiscal periods or as of the respective dates date therein set forth therein (collectivelyforth, except the "COMPANY FINANCIAL STATEMENTS"). As of the respective filing date for the applicable Company SEC Document in which it was included, each of the Company BCHI Financial Statements (including the notes thereto) complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and was prepared in accordance with accounting principles generally accepted in the United States ("GAAP") applied on a consistent basis during the periods or as of the respective dates involved, except as otherwise noted therein and are subject, in the case of unaudited interim financial statements, to normal year-end adjustmentsaudit adjustments in amounts as permitted by GAAP. Each of the BCHI Financial Statements (including the related notes and schedules thereto, where applicable), as of their respective dates, complied in all material respects with applicable accounting requirements and each of such statements (including the related notes and schedules thereto, where applicable) and have been prepared, in all material respects, in accordance with GAAP consistently applied during the periods involved, except as indicated in such statements or in the notes thereto. (b) There are no The interim consolidated financial statements of BCI and the other BCHI Subsidiaries for the six months ended June 30, 2017 (collectively the “Interim BCHI Financial Statements”), fairly present in all material liabilities or obligations respects the consolidated financial position of BCI and the other BCHI Subsidiaries as of the Company date thereof, and fairly present in all material respects the results of the consolidated operations, changes in stockholders’ equity, cash flows and consolidated financial position of BCI and the other BCHI Subsidiaries for the respective fiscal periods or any as of its Subsidiaries of any kind whatsoeverthe date therein set forth, whether accrued or unaccrued, absolute or contingent, liquidated or unliquidated, or due or except the Interim BCHI Financial Statements are subject to become duenormal year-end audit adjustments in amounts as permitted by GAAP. The Interim BCHI Financial Statements have been prepared, in each caseall material respects, other than liabilities in accordance with GAAP consistently applied, except as indicated in such statements or obligations in the notes thereto. (c) Except for (i) referenced (whether by value those liabilities and obligations that are in their respective amounts reflected or otherwise) or reflected reserved against on the June 30, 2017 consolidated balance sheet of BCI and the other BCHI Subsidiaries, included in the Company SEC Documents, the Company BCHI Financial Statements or disclosed readily apparent in the notes thereto, or (ii) liabilities or obligations incurred since December 31, 2001 in the ordinary course of businessbusiness consistent with past practice since the date of such balance sheet that are immaterial in amount, neither BCHI nor any of the BCHI Subsidiaries have any liability or obligation of any nature whatsoever (iiiwhether absolute, accrued, contingent or otherwise and whether due or to become due and including any off-balance sheet financings, loans, indebtedness, make whole or similar liabilities or obligations) incurred of a type required to be reflected or reserved for on a consolidated balance sheet of BCHI and the BCHI Subsidiaries prepared in connection accordance with the transactions contemplated hereby GAAP, except for liabilities or (iv) obligations that would not, individually or in the aggregate, not reasonably be expected to have a Company BCHI Material Adverse Effect. (d) The unaudited consolidated financial statements of BCHI and the other BCHI Subsidiaries (including in each case, any related notes and schedules thereto, where applicable) set forth in Section 4.5 of the BCHI Disclosure Letter fairly present in all material respects the consolidated financial position of BCHI and the other BCHI Subsidiaries as of the date thereof, and fairly present in all material respects the results of the consolidated operations, changes in stockholders’ equity, cash flows and consolidated financial position of BCHI and the other BCHI Subsidiaries for the respective fiscal periods or as of the date therein set forth, except that such financial statements are subject to normal year-end audit adjustments in amounts as permitted by GAAP. Such financial statements (including the related notes and schedules thereto, where applicable), as of their respective dates, complied in all material respects with applicable accounting requirements and each of such statements (including the related notes and schedules thereto, where applicable) and have been prepared, in all material respects, in accordance with GAAP consistently applied during the periods involved, except as indicated in such statements or in the notes thereto. The unaudited consolidated financial statements of BCHI and the other BCHI Subsidiaries for the fiscal years ended December 31, 2014 through December 31, 2016 will not differ in any respect (other than in deminimis respects) from the audited consolidated financial statements of BCHI and the other BCHI Subsidiaries for the fiscal years ended December 31, 2014 through December 31, 2016.

Financial Statements; Liabilities. (a) Each The financial statements of the consolidated balance sheets included Company contained in the Company SEC Documents Reports present fairly presents in all material respects the consolidated financial position condition and the consolidated results of operations, changes in stockholders’ equity and cash flow of the Company and its Subsidiaries consolidated Acquired Companies as of at the respective dates thereof, of and the other related consolidated financial statements (including the notes thereto) included therein fairly present in all material respects the results of operations and cash flows of the Company and its Subsidiaries for the respective periods or as referred to in such financial statements; all of the respective dates set forth therein (collectively, the "COMPANY FINANCIAL STATEMENTS"). As of the respective filing date for the applicable Company SEC Document in which it was included, each of the Company Financial Statements (including the notes thereto) complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and was such statements have been prepared in accordance with accounting principles generally accepted GAAP, consistently applied (except as disclosed in the United States ("GAAP") applied on a consistent basis during the periods or as notes to such financial statements), and Regulation S-X of the respective dates involvedSEC, except as otherwise noted therein and subject, in the case of unaudited interim financial statements, to normal year-end adjustmentsadjustments the effect of which would not reasonably be expected to have a Company Material Adverse Effect and the omission of notes to the extent permitted by Regulation S-X of the SEC (the consolidated balance sheet included in the 2004 Draft 10-K is the “Balance Sheet”). (b) There are no material liabilities or obligations of Except to the Company or any of its Subsidiaries of any kind whatsoever, whether extent accrued or unaccrued, absolute or contingent, liquidated or unliquidated, or due or to become due, in each case, other than liabilities or obligations (i) referenced (whether by value or otherwise) or reflected in reserved on the Company SEC Documents, the Company Financial Statements Balance Sheet or disclosed in the notes thereto, no Acquired Company has any liability or obligation of any nature (ii) incurred since December 31whether accrued, 2001 in the ordinary course of businessabsolute, (iii) incurred in connection with the transactions contemplated hereby contingent or (ivotherwise) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, except for those (i) arising in the ordinary course of business consistent with past practice since January 29, 2005 (the “Balance Sheet Date”), (ii) incurred in connection with this Agreement and the transactions contemplated hereby, (iii) set forth in the Company Disclosure Letter or (iv) arising out of or under Contracts to which any Acquired Company is a party (other than liabilities or obligations that have arisen from the breach or violation thereof). (c) Except for the Merrimack Swap Agreement or as reflected on the Balance Sheet, as of the date hereof, none of the Acquired Companies (i) has any obligations constituting Indebtedness other than obligations owing under the Existing Credit Facility, the Merrimack Loan Agreement or the Mexico Lease or (ii) is party to any Hedge Contract.

Financial Statements; Liabilities. (a) Each of the consolidated balance sheets included in the Company SEC Documents fairly presents in all material respects the consolidated financial position Section 4.4(a) of the Company and its Subsidiaries as of Disclosure Schedule contains the respective dates thereof, and the other related consolidated following financial statements (including the collectively, with any notes thereto, the “Financial Statements”): (x) included therein fairly present the audited consolidated balance sheet of the Transferred Entities (as they relate to such entities in all material respects existence at the results applicable dates) as of operations December 31, 2016 and December 31, 2015 and the related consolidated statements of operations, consolidated statements of comprehensive income, consolidated statements of equity and consolidated statements of cash flows of the Company and its Subsidiaries Transferred Entities (as they relate to such entities in existence at the applicable time periods) for the respective periods or fiscal years ended December 31, 2016 and December 31, 2015, and (y) the unaudited consolidated balance sheet of the Transferred Entities (as it relates to such entities in existence at the applicable dates) as of March 31, 2017 and the respective dates set forth therein (collectively, the "COMPANY FINANCIAL STATEMENTS"). As related unaudited consolidated statement of operations of the respective filing date Transferred Entities (as it relates to such entities in existence at the applicable time periods) for the applicable Company SEC Document in which it was included, each of the Company Financial Statements three-month period ended March 31, (including the notes theretoi) complied in all material respects with the then applicable accounting requirements were derived from and the published rules and regulations of the SEC with respect thereto, and was prepared in accordance with accounting principles generally accepted the books of account and other financial records of the Transferred Entities, (ii) have been prepared in the United States ("GAAP") accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of the Interim Financial Statements, for the omission of footnotes, and subject to normal adjustments, which will not be material in nature or amount to the Transferred Entities), and (iii) present fairly, in all material respects, the consolidated financial position and the consolidated results of operations of the Transferred Entities, as applicable, as of the respective dates involvedthereof and the periods then ended, except as otherwise noted therein and set forth in the notes thereto (subject, in the case of unaudited interim financial statementsInterim Financial Statements, to normal year-end adjustments, which will not be material in nature or amount to the Transferred Entities). The Second Quarter Financial Statements, if delivered , (a) were derived from and prepared in accordance with the books of account and other financial records of the Transferred Entities, (b) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except for the omission of footnotes, and subject to normal adjustments, which will not be material in nature or amount to the Transferred Entities), and (c) present fairly, in all material respects, the consolidated financial position and the consolidated results of operations of the Transferred Entities, as applicable, as of the respective dates thereof and the periods then ended, except as set forth in the notes thereto (subject to normal adjustments, which will not be material in nature or amount to the Transferred Entities). (b) There are no material liabilities or obligations of the Company Transferred Entities that would be required by GAAP to be reflected or any reserved for on a consolidated balance sheet of its Subsidiaries of any kind whatsoever, whether accrued or unaccrued, absolute or contingent, liquidated or unliquidated, or due or to become due, in each casethe Transferred Entities, other than liabilities or obligations those that (i) referenced (whether by value are reflected or otherwise) or reflected reserved against in the Company SEC Documents, the Company Financial Statements or disclosed in the notes thereto, (ii) have been incurred since December 31, 2001 2016, in the ordinary course of business or (iii) would not reasonably be expected to be, individually or in the aggregate, material to the Transferred Entities, taken as a whole. (c) Since the Lookback Date, no Transferred Entity has received any material complaint, allegation, assertion or claim, regarding deficiencies in the accounting or auditing practices, procedures, methodologies or methods of the Transferred Entities or their respective internal accounting controls. (d) The books of account and other financial records of the Transferred Entities have been kept accurately in all material respects in the ordinary course of business, (iii) incurred in connection with the transactions contemplated hereby or entered therein represent bona fide transactions, and the revenues, expenses, assets and liabilities of the Transferred Entities and have been properly recorded therein in all material respects. The Company has established and maintains a system of internal accounting controls which is intended to provide, in all material respects, reasonable assurance: (ivi) that would nottransactions, individually or receipts and expenditures of the Transferred Entities are being executed and made only in accordance with appropriate authorizations of management and the aggregateboard of directors of the Company, reasonably be expected and (ii) that accounts, notes and other receivables are recorded by the Transferred Entities completely and accurately in all material respects in conformity with GAAP, subject to have a Company Material Adverse Effectappropriate reserves.

Financial Statements; Liabilities. (a) Each The audited consolidated financial statements of the consolidated balance sheets Company included in the Company SEC Documents fairly presents in all material respects annual report on Form 10-K for its fiscal year ended February 1, 2002 (the consolidated financial position of the "Company and its Subsidiaries as of the respective dates thereof, and the other related consolidated financial statements (including the notes thereto10-K") included therein fairly present in all material respects the results of operations and cash flows of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein (collectively, the "COMPANY FINANCIAL STATEMENTS"). As of the respective filing date for the applicable Company SEC Document in which it was included, each of the Company Financial Statements (including the notes thereto) complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto and fairly present, and was prepared in accordance conformity with accounting principles United States generally accepted in the United States accounting principles, consistently applied ("GAAP") applied on a consistent basis during (except as may be indicated in the periods or notes thereto), the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations and changes in financial position for the respective dates involved, except as otherwise noted therein and subject, in the case of unaudited interim financial statements, to normal year-end adjustmentsperiods then ended. (b) There are no material liabilities or obligations of the Company or any of its Subsidiaries Company Subsidiary of any kind whatsoever, whether accrued known or unaccruedunknown, absolute asserted or unasserted, accrued, contingent, liquidated absolute, determined, determinable or unliquidated, or due or to become dueotherwise, in each case, other than than: (i) liabilities or obligations (i) referenced (whether by value disclosed or otherwise) or reflected provided for in the Company's consolidated balance sheet included in the Company SEC Documents, the Company Financial Statements or disclosed in 10-K (including the notes thereto, the "Company Balance Sheet"); (ii) incurred since December 31liabilities or obligations existing as of February 1, 2001 2002 and not required to be disclosed or provided for in the ordinary course of business, Company Balance Sheet; (iii) liabilities or obligations under this Agreement or incurred in connection with the transactions contemplated hereby or Transactions; (iv) that would notsince February 1, 2002, obligations of the Company to comply with all applicable laws; (v) since February 1, 2002, ordinary course obligations of the Company and its Subsidiaries under the agreements, contracts, leases and licenses to which they are a party; and (vi) other liabilities or obligations incurred since February 1, 2002 which, individually or in the aggregate, reasonably be expected to would not have a Company Material Adverse Effect.

Financial Statements; Liabilities. (a) Each Sellers have delivered to the Purchaser true and complete copies of the consolidated balance sheets included Financial Statements. The Financial Statements, including any footnotes thereto: (i) have (b) been prepared from the books and records of Sellers as prepared in the Company SEC Documents Ordinary Course of Business, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods therein indicated, subject to normal year-end adjustments for interim-period Financial Statements and the absence of disclosure normally made in footnotes to financial statements, (iii) are true, correct and complete in all material respects, and (iv) present fairly presents in all material respects the consolidated financial position of the Company and its Subsidiaries Sellers on a consolidated basis as of the their respective dates thereofdates, and the other related consolidated financial statements (including the notes thereto) included therein fairly present in all material respects the results of the operations of Sellers as of their respective dates and cash flows of the Company and its Subsidiaries for the respective periods or indicated therein, and changes in the financial positions of Sellers for the respective periods therein indicated. All prepaid expenses included in the Purchased Assets that would be reflected as assets of Sellers in financial statements represent payments theretofore made by a Seller in the Ordinary Course of Business, the benefit and advantage of which may be obtained and enjoyed by the Purchaser after the Closing. The accounting books and records of the respective dates set forth therein (collectivelyBusiness will be kept to the Closing Date, the "COMPANY FINANCIAL STATEMENTS"). As of the respective filing date for the applicable Company SEC Document in which it was included, each of the Company Financial Statements (including the notes thereto) complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and was prepared in accordance with accounting principles generally accepted in GAAP applied consistently with past practices, and do and will fairly, accurately and completely, reflect the United States ("GAAP") applied operating and financial transactions of Sellers on a consistent basis during the periods or as of the respective dates involved, except as otherwise noted therein and subject, in the case of unaudited interim financial statements, to normal year-end adjustmentssuch basis. (bc) There are is no material liabilities direct or obligations of the Company indirect Indebtedness or any of its Subsidiaries Liability of any kind whatsoeverSeller or Shareholder affecting the Business or the Purchased Assets, whether accrued or unaccrued, absolute or contingent, liquidated or unliquidated, or due or to become due, in each case, other than liabilities or obligations (i) referenced (whether by value or otherwise) or except Liabilities reflected in the Company SEC Documents, the Company Financial Statements or disclosed and trade payables incurred in the notes thereto, (ii) incurred Ordinary Course of Business since December 31, 2001 2009, none of which are in default as to payment. Section 3.10(b) of the Disclosure Schedule sets forth a complete and accurate list of each Contract (i) to which any Seller, or any Shareholder with respect to the Business, is a party or by which any Seller, or any Shareholder with respect to the Business, is bound relating to any Indebtedness of any Seller or Shareholder or the Business or relating to the imposition of Encumbrances on any assets of any Seller, including any Contracts under which any Seller or Shareholder has directly or indirectly guaranteed any Liabilities of any other Person, and (ii) pursuant to which any Person has directly or indirectly guaranteed any Liabilities of a Seller, Shareholder or the Business. Except for advances of commissions and compensation to Business Employees in the ordinary course Ordinary Course of businessBusiness, (iii) incurred no Seller, nor any other Seller or Shareholder with respect to the Business, has made any loan, extended credit or provided financial accommodations to any Person. On or before the Closing Date, Sellers and/or Shareholders will pay in full and discharge, or cause the payment in full and discharge of, all Indebtedness of any Sellers outstanding as of the Closing Date that is secured by or has resulted in any Encumbrances on any Purchased Assets, or the payment of which is required for the performance by any Seller or Shareholder of its obligations in connection with the transactions contemplated hereby or (iv) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectTransactions.

Financial Statements; Liabilities. (a) Each of The Financial Statements, attached hereto as Schedule 4(l), present fairly the consolidated balance sheets included in the Company SEC Documents fairly presents in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereofposition, and the other related consolidated financial statements (including the notes thereto) included therein fairly present in all material respects the results of operations and cash flows of the Company Company, the other Borrowers and its Subsidiaries the Subsidiaries, at the dates and for the respective periods or as of the respective dates set forth therein (collectivelycovered thereby, the "COMPANY FINANCIAL STATEMENTS"). As of the respective filing date for the applicable Company SEC Document in which it was included, each of the Company Financial Statements (including the notes thereto) complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and was have been prepared in accordance conformity with generally accepted accounting principles generally accepted in the United States ("GAAP") applied on a consistent basis during throughout the periods or as covered thereby, and include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows of the respective Company, the other Borrowers and the Subsidiaries at the dates involvedand for the periods covered thereby. Except as and to the extent disclosed, except as otherwise noted therein and subject, reflected or reserved against in the case of unaudited interim financial statementsFinancial Statements, to normal year-end adjustments. (b) There are no material liabilities neither the Company, the other Borrowers, nor any Subsidiary has any liability, debt or obligations of the Company or any of its Subsidiaries of any kind whatsoeverobligation, whether accrued accrued, absolute, contingent or unaccruedotherwise, absolute or contingent, liquidated or unliquidated, or and whether due or to become due, in each case, other than liabilities or obligations (i) referenced (whether by value or otherwise) or reflected in the Company SEC Documents, the Company Financial Statements or disclosed in the notes thereto, (ii) incurred since December 31, 2001 in the ordinary course of business, (iii) incurred in connection with the transactions contemplated hereby or (iv) that would notdue which, individually or in the aggregate, reasonably are material to the Company, the other Borrowers and the Subsidiaries, taken as a whole. Except as set forth on Schedule 4(l), subsequent to December 31, 2012, neither the Company, the other Borrowers nor any Subsidiary has incurred any liability, debt or obligation of any nature whatsoever which, individually or in the aggregate are material to the Company, the other Borrowers and the Subsidiaries, taken as a whole, other than those incurred in the ordinary course of their respective businesses. A detailed description and the amount of the Indebtedness of the Company, the other Borrowers and Subsidiaries that will be expected to have a Company Material Adverse Effectoutstanding on the Closing Date appear on Schedule 4(l) attached hereto.

Financial Statements; Liabilities. (a) Each The audited consolidated financial statements of the consolidated balance sheets Company included in the Company SEC Documents fairly presents in all material respects annual report on Form 10­K for its fiscal year ended December 29, 2012 (the consolidated financial position of the “Company and its Subsidiaries as of the respective dates thereof, and the other related consolidated financial statements (including the notes thereto10­K”) included therein fairly present in all material respects the results of operations and cash flows of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein (collectivelyrespects, the "COMPANY FINANCIAL STATEMENTS"). As of the respective filing date for the applicable Company SEC Document in which it was included, each of the Company Financial Statements (including the notes thereto) complied in all material respects accordance with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and was prepared in accordance conformity with accounting principles United States generally accepted accounting principles, consistently applied (“GAAP”) (except as may be indicated in the United States ("GAAP") applied on a consistent basis during notes thereto), the periods or consolidated financial position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations and changes in financial position for the respective dates involved, except as otherwise noted therein and subject, in the case of unaudited interim financial statements, to normal year-end adjustmentsperiods then ended. (b) There are no material liabilities or obligations of the Company or any of its Subsidiaries Company Subsidiary of any kind whatsoever, whether accrued known or unaccruedunknown, absolute asserted or unasserted, accrued, contingent, liquidated absolute, determined, determinable or unliquidatedotherwise, that would be required by GAAP to be reflected on a consolidated balance sheet (or due or to become duethe notes thereto) of the Company and its Subsidiaries, in each case, other than than: (i) liabilities or obligations (i) referenced (whether by value disclosed or otherwise) or reflected provided for in the Company’s consolidated balance sheet as of December 29, 2012 included in the Company SEC Documents10­K, the Company Financial Statements or disclosed in including the notes thereto, thereto; (ii) incurred since liabilities or obligations existing as of December 3129, 2001 in the ordinary course of business, 2012; (iii) liabilities or obligations under this Agreement or incurred in connection with the Merger or the other transactions contemplated hereby or hereby; (iv) that would notsince December 29, 2012, obligations of the Company to comply with all applicable laws; (v) since December 29, 2012, ordinary course obligations of the Company and its Subsidiaries under the agreements, contracts, leases and licenses to which they are a party; (vi) other liabilities or obligations incurred or arising since December 29, 2012 which are disclosed or provided for in the Past SEC Documents; and (vii) other liabilities or obligations which, individually or in the aggregate, reasonably be expected to would not have a Company Material Adverse Effect.

Financial Statements; Liabilities. (a) Each of The Company has delivered the consolidated balance sheets included in Financial Statements to the Company SEC Documents Investor. (b) The Financial Statements fairly presents in all material respects and accurately present the consolidated financial position of the Company and its Subsidiaries as of the respective those dates thereof, and the other related consolidated financial statements (including the notes thereto) included therein fairly present in all material respects the results of operations and cash flows changes in its financial position for such periods then ended, and have been prepared in accordance with GAAP applied on a consistent basis. (c) There are no debts, liabilities or claims against the Company or its Subsidiaries that are not currently reflected in the Financial Statements, contingent or otherwise, which are or would be of a nature required to be reflected in a balance sheet prepared in accordance with GAAP other than (i) liabilities incurred in the ordinary course of business which, individually or in the aggregate, would not constitute or be reasonably likely to result in a Material Adverse Event; and (ii) liabilities set forth on the June 30, 2003 balance sheet, included in the Financial Statements. Neither the Company nor any of its Subsidiaries has any material liabilities, debts or guarantees other than those set forth in the Financial Statements and the Schedule of Exceptions. The revenue recognition policies of the Company and its Subsidiaries for the respective periods or as are in accordance with GAAP. The Company and its Subsidiaries maintain a standard system of the respective dates set forth therein (collectively, the "COMPANY FINANCIAL STATEMENTS")accounting in accordance with GAAP. As of the respective filing date for the applicable Company SEC Document in which it was included, each The financial reserves of the Company Financial Statements (including the notes thereto) complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and was prepared in accordance with accounting principles generally accepted in the United States ("GAAP") applied on a consistent basis during the periods or as of the respective dates involved, except as otherwise noted therein and subject, in the case of unaudited interim financial statements, its Subsidiaries are adequate to normal year-end adjustmentscover claims incurred. (bd) There are no material liabilities or obligations All of the accounts receivable and notes receivable, if any, owing to the Company or any of its Subsidiaries as of any kind whatsoever, whether accrued or unaccrued, absolute or contingent, liquidated or unliquidated, or due or to become due, in each case, other than liabilities or obligations (i) referenced (whether by value or otherwise) or reflected in the Company SEC Documents, the Company Financial Statements or disclosed in the notes thereto, (ii) incurred since December 31, 2001 date hereof constitute valid and enforceable claims arising from bona fide transactions in the ordinary course of business, (iii) incurred in connection with subject to the transactions contemplated hereby effect of applicable bankruptcy, insolvency, reorganization, moratorium or (iv) that would notother laws of general application relating to or affecting enforcement of creditors’ rights and laws concerning equitable remedies, individually and there are no known, contingent or in asserted claims, refusals to pay, or other rights of set-off against any thereof known to the aggregate, reasonably be expected to have a Company Material Adverse EffectCompany.

Financial Statements; Liabilities. (a) Each Seller has delivered to Purchaser true, complete and accurate copies of the consolidated balance sheets included Financial Statements. The Financial Statements, including any footnotes thereto: (i) have been prepared from the books and records of Seller as prepared in the Company SEC Documents Ordinary Course of Business, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods therein indicated, subject to normal year-end adjustments for interim-period Financial Statements and the absence of disclosure normally made in footnotes to financial statements, (iii) are true, correct and complete in all material respects, and (iv) present fairly presents in all material respects the consolidated financial position of the Company and its Subsidiaries Seller on a consolidated basis as of the their respective dates thereofdates, and the other related consolidated financial statements (including the notes thereto) included therein fairly present in all material respects the results of the operations of Seller as of their respective dates and cash flows of the Company and its Subsidiaries for the respective periods or indicated therein, and changes in the financial positions of Seller for the respective periods therein indicated. All prepaid expenses included in the Purchased Assets that would be reflected as assets of Seller in financial statements represent payments theretofore made by Seller in the Ordinary Course of Business, the benefit and advantage of which may be obtained and realized by Purchaser after the Closing within the time anticipated for such realization, but in no event later than twelve months following the Closing Date. The accounting books and records of the respective dates set forth therein (collectively, the "COMPANY FINANCIAL STATEMENTS"). As of the respective filing date for the applicable Company SEC Document in which it was included, each of the Company Financial Statements (including the notes thereto) complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and was prepared Business have been kept in accordance with accounting principles generally accepted in GAAP applied consistently with past practices, and do and will fairly, accurately and completely, reflect the United States ("GAAP") applied operating and financial transactions of Seller on a consistent basis during the periods or as of the respective dates involved, except as otherwise noted therein and subject, in the case of unaudited interim financial statements, to normal year-end adjustmentssuch basis. (b) There are is no material liabilities direct or obligations indirect Indebtedness or Liability of Seller or any other Selling Group Member affecting the Business or the Purchased Assets, except Liabilities reflected in the Financial Statements and trade payables incurred in the Ordinary Course of Business since the date of the Company or any most recent Monthly Financial Statements, none of its Subsidiaries which are in default as to payment. Section 3.10(b) of any kind whatsoever, whether accrued or unaccrued, absolute or contingent, liquidated or unliquidated, or due or to become due, in the Disclosure Schedule sets forth a complete and accurate list of each case, other than liabilities or obligations Contract (i) referenced (whether to which Seller, or any other Selling Group Member with respect to the Business, is a party or by value which Seller, or otherwise) any other Selling Group Member with respect to the Business, is bound relating to any Indebtedness of Seller or reflected in any other Selling Group Member or the Company SEC DocumentsBusiness or relating to the imposition of Encumbrances on any assets of Seller, the Company Financial Statements including any Contracts under which Seller or disclosed in the notes theretoany other Selling Group Member has directly or indirectly guaranteed any Liabilities of any other Person, and (ii) incurred since December 31pursuant to which any Person has directly or indirectly guaranteed any Liabilities of Seller, 2001 any other Selling Group Member or the Business. Except for advances of commissions and compensation to Business Employees in the ordinary course Ordinary Course of businessBusiness, (iii) incurred neither Seller nor any other Selling Group Member with respect to the Business, has made any loan, extended credit or provided financial accommodations to any Person. On or before the Closing Date, Seller has or will pay in full and discharge, or cause the payment in full and discharge of, all Indebtedness of Seller outstanding as of the Closing Date that is secured by or has resulted in any Encumbrances on any Purchased Assets, or the payment of which is required for the performance by Seller or any other Selling Group Member of its obligations in connection with the transactions contemplated hereby or (iv) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectTransaction.

Financial Statements; Liabilities. (a) Each of The Company has provided to Purchaser the audited consolidated balance sheets included in of the Company SEC Documents fairly presents in all material respects and the Subsidiaries as of, and the audited consolidated financial position statements of operations, retained earnings and cash flows of the Company and the Subsidiaries for the fiscal years ended, December 31, 2006, 2007 and 2008, together with the notes thereto and the opinions of BDO Xxxxxxx, LLP thereon (collectively, the “Company Audited Financial Statements”). The Company Audited Financial Statements have been prepared from the Books and Records of the Company and its Subsidiaries as of the respective dates thereofSubsidiaries, and the other related consolidated financial statements (including the notes thereto) included therein present fairly present in all material respects respects, in conformity with GAAP consistently applied and consistent with prior periods, the assets, liabilities, income, losses, retained earnings, financial condition, results of operations and cash flows of the Company and its Subsidiaries on a consolidated basis for the respective periods or as of the respective and dates set forth therein (collectively, the "COMPANY FINANCIAL STATEMENTS"). As of the respective filing date for the applicable Company SEC Document in which it was included, each of the Company Financial Statements (including the notes thereto) complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and was prepared in accordance with accounting principles generally accepted in the United States ("GAAP") applied on a consistent basis during the periods or as of the respective dates involved, except as otherwise noted therein and subject, in the case of unaudited interim financial statements, to normal year-end adjustmentscovered thereby. (b) There are no material Except as set forth in Section 3.14(b) of the Company Disclosure Schedule, neither the Company nor any Subsidiary has any liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoeverkind, whether accrued absolute, accrued, asserted or unaccruedunasserted, absolute contingent or contingentotherwise that are required by GAAP to be set forth on a consolidated balance sheet of the Company, liquidated or unliquidatedexcept liabilities, or due or to become dueobligations and contingencies, in each case, other than liabilities or obligations that (i) referenced (whether by value are reflected on or otherwise) accrued or reserved against in the Company Audited Financial Statements for the fiscal year ended December 31, 2008, or reflected in the Company SEC Documents, the Company Financial Statements any notes thereto or disclosed in the notes thereto, (ii) were incurred since December 31, 2001 2008 in the ordinary course of business. (c) As used herein, the term “Company SAP Statements” means the statutory financial statements of Guarantee Insurance (iiithe only Subsidiary required to file statutory financial statements) incurred in connection as filed with the transactions contemplated hereby Florida Office of Insurance Regulation for the years ended December 31, 2006, December 31, 2007 and December 31, 2008 and any such annual and quarterly statutory statements filed subsequent to the date hereof, including all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations and certifications or other supporting documents. The Company has made available to Purchaser true and correct copies of the Company SAP Statements filed as of the date of this Agreement. Guarantee Insurance Company has filed or submitted, or will file or submit, all Company SAP Statements required to be filed with or submitted to the Florida Office of Insurance Regulation on forms prescribed or permitted by the Florida Office of Insurance Regulation. The Company SAP Statements were, and any Company SAP Statements filed after the date hereof will be, prepared in all material respects in conformity with SAP consistently applied for the periods covered thereby (iv) that would not, individually or except as may be indicated in the aggregatenotes thereto), reasonably be expected and the Company SAP Statements present, and any Company SAP Statements filed after the date hereof will present, in all material respects the statutory financial position of such Company Subsidiaries as at the respective dates thereof and the results of operations of such Insurance Subsidiaries for the respective periods referred to in such statements. No written notice asserting any material deficiency has been received by the Company with respect to any Company SAP Statement filed prior to the date hereof by the Florida Office of Insurance Regulation. The annual statutory balance sheets and income statements included in the Company SAP Statements for the years ended December 31, 2006 and December 31, 2007 have a been, and for the year ended December 31, 2008 will be, where required by applicable Law, audited by BDO Xxxxxxx, and the Company Material Adverse Effecthas made available to Purchaser true and correct copies of all audit opinions related thereto. Except as indicated therein, all assets that are reflected as admitted assets on the Company SAP Statements comply in all material respects with Florida Laws regulating the investments of insurance companies. There are no permitted practices utilized by the Company or any Insurance Subsidiary in the preparation of the Company SAP Statements that depart from the National Association of Insurance Commissioners’ Accounting Practices and Procedures Manual.

Financial Statements; Liabilities. (a) Each of the consolidated balance sheets The financial statements included in the Company SEC Documents Reports present fairly presents in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereofposition, and the other related consolidated financial statements (including the notes thereto) included therein fairly present in all material respects the results of operations and cash flows of the Company and its Subsidiaries the Subsidiaries, at the dates and for the respective periods or as of the respective dates set forth therein (collectivelycovered thereby, the "COMPANY FINANCIAL STATEMENTS"). As of the respective filing date for the applicable Company SEC Document in which it was included, each of the Company Financial Statements (including the notes thereto) complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and was have been prepared in accordance conformity with generally accepted accounting principles generally accepted in the United States ("GAAP") applied on a consistent basis during throughout the periods or as covered thereby, and include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the respective dates involvedfinancial position, except as otherwise noted therein results of operations and subject, in the case of unaudited interim financial statements, to normal year-end adjustments. (b) There are no material liabilities or obligations cash flows of the Company and the Subsidiaries at the dates and for the periods covered thereby. Except as and to the extent disclosed, reflected or reserved against in the financial statements of the Company and the notes thereto included in the SEC Reports or reflected in Schedule 4(l) hereto, neither the Company nor any of its Subsidiaries of Subsidiary has any kind whatsoeverliability, debt or obligation, whether accrued accrued, absolute, contingent or unaccruedotherwise, absolute or contingent, liquidated or unliquidated, or and whether due or to become due, in each case, other than liabilities or obligations (i) referenced (whether by value or otherwise) or reflected in the Company SEC Documents, the Company Financial Statements or disclosed in the notes thereto, (ii) incurred since December 31, 2001 in the ordinary course of business, (iii) incurred in connection with the transactions contemplated hereby or (iv) that would notdue which, individually or in the aggregate, reasonably are material to the Company and the Subsidiaries, taken as a whole. Subsequent to September 30, 2004, neither the Company nor any Subsidiary has incurred any liability, debt or obligation of any nature whatsoever which, individually or in the aggregate are material to the Company and the Subsidiaries, taken as a whole, other than those incurred in the ordinary course of their respective businesses. A detailed description and the amount of the Indebtedness of the Company and Subsidiaries that will be expected to have a Company Material Adverse Effectoutstanding on the Closing Date appear on Schedule 4(l) attached hereto.

Financial Statements; Liabilities. (a) Each The audited consolidated financial statements and unaudited consolidated interim financial statements of the consolidated balance sheets Company included in the Company SEC Documents Filings (i) fairly presents present in all material respects respects, in each case in accordance with GAAP applied on a consistent basis (except as may be indicated in the notes thereto), the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof, thereof and the other related their consolidated financial statements (including the notes thereto) included therein fairly present in all material respects the results of operations and cash flows for the periods then ended (subject, in the case of the Company unaudited statements, to normal year-end audit adjustments and its Subsidiaries for the respective periods or as of the respective dates set forth therein (collectivelyto any other adjustments described therein, the "COMPANY FINANCIAL STATEMENTS"). As of the respective filing date for the applicable Company SEC Document in which it was included, each of the Company Financial Statements (including the notes thereto) and (ii) complied at the time it was filed as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and was prepared thereto in accordance with accounting principles generally accepted in effect at the United States ("GAAP") applied on a consistent basis during the periods or as time of the respective dates involved, except as otherwise noted therein and subject, in the case of unaudited interim financial statements, to normal year-end adjustmentssuch filing. (b) There are no material liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued the type required to be disclosed or unaccrued, absolute or contingent, liquidated or unliquidated, or due or to become due, reserved against in each casethe consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, other than than: (i) liabilities or obligations disclosed and provided for in the Company’s unaudited consolidated balance sheet as at September 30, 2015 (i) referenced (whether by value or otherwisethe “Company Balance Sheet”) or reflected in the Company SEC Documents, the Company Financial Statements or disclosed in the notes thereto, (ii) liabilities or obligations incurred since December 31, 2001 in the ordinary course of businessbusiness consistent with past practice in all material respects since September 30, 2015 (iiithe “Company Balance Sheet Date”) or arising or incurred in connection with the transactions or contemplated hereby by this Agreement, and (iii) liabilities or (iv) obligations that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) Since January 1, 2014, there has been no change in the Company’s accounting policies or the methods of making accounting estimates or changes in estimates that are material to the Company’s financial statements, except as described in the Company Filings or except as may be required or permitted by any Governmental Entity. The reserves reflected in Company’s financial statements are in accordance with GAAP and have been calculated in a consistent manner. (d) To the Knowledge of the Company, since January 1, 2014, neither the Company nor its independent auditors have identified (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 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. (e) Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, auditor, accountant, consultant or representative of the Company or any of its Subsidiaries has, since January 1, 2014, received written notice of any substantive complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices. No current or former attorney representing the Company or any of its Subsidiaries has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or to any current director or executive officer of the Company. (f) To the Knowledge of the Company, no employee of the Company or any of its Subsidiaries 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 of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, auditor, accountant, consultant or authorized representative of the Company or any of its Subsidiaries has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act.

Financial Statements; Liabilities. (a) Each of The Cooperative has delivered the consolidated balance sheets included in Financial Statements to the Company SEC Documents Investors. (b) The Financial Statements fairly presents in all material respects and accurately present the consolidated Cooperative’s financial position of the Company and its Subsidiaries as of the respective those dates thereof, and the other related consolidated financial statements (including the notes thereto) included therein fairly present in all material respects the results of operations and operations, cash flows of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein (collectively, the "COMPANY FINANCIAL STATEMENTS"). As of the respective filing date for the applicable Company SEC Document in which it was included, each of the Company Financial Statements (including the notes thereto) complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect theretoflows, and was changes in shareholders’ equity for such periods then ended, and have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") GAAP applied on a consistent basis during the periods or as of the respective dates involvedbasis, except as otherwise noted therein and subject, subject in the case of unaudited interim financial statements, statements to normal year-end adjustmentsaudit, none of which are material. (bc) There are no material liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoeverdebts, whether accrued or unaccrued, absolute or contingent, liquidated or unliquidatedliabilities, or due claims against the Cooperative that are not currently reflected in the Financial Statements, contingent or otherwise, and that are or would be of a nature required to become due, be reflected in each casea balance sheet prepared in accordance with GAAP, other than liabilities or obligations (i) referenced (whether by value or otherwise) or reflected liabilities incurred in the Company SEC Documentsordinary course of business which, the Company Financial Statements individually or disclosed in the notes theretoaggregate, do not constitute a Material Adverse Event; and (ii) incurred since December 31, 2001 liabilities set forth on the balance sheet included in the Financial Statements. The Cooperative has no material liabilities other than those set forth in the Financial Statements and the Schedule of Exceptions. The Cooperative’s revenue recognition policies are in accordance with GAAP. The Cooperative maintains a standard system of accounting in accordance with GAAP. The Cooperative’s financial reserves are adequate to cover claims incurred. (d) All of the accounts receivable and notes receivable owing to the Cooperative as of the date of this Agreement constitute valid and enforceable claims arising from bona fide transactions in the ordinary course of business, (iii) incurred in connection with subject to the transactions contemplated hereby effect of any applicable bankruptcy, insolvency, reorganization, moratorium, or (iv) that would notother laws of general application relating to or affecting enforcement of creditors’ rights and laws concerning equitable remedies, individually and there are no known, contingent, or in asserted claims, refusals to pay, or other rights of set-off known to the aggregate, reasonably be expected to have a Company Material Adverse EffectCooperative against any of such accounts receivable and notes receivable.

Financial Statements; Liabilities. (a) Each of the consolidated balance sheets The financial statements included in the Company SEC Documents Reports present fairly presents in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereofposition, and the other related consolidated financial statements (including the notes thereto) included therein fairly present in all material respects the results of operations and cash flows of the Company and its Subsidiaries the Subsidiaries, at the dates and for the respective periods or as of the respective dates set forth therein (collectivelycovered thereby, the "COMPANY FINANCIAL STATEMENTS"). As of the respective filing date for the applicable Company SEC Document in which it was included, each of the Company Financial Statements (including the notes thereto) complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and was have been prepared in accordance conformity with generally accepted accounting principles generally accepted in the United States ("GAAP") applied on a consistent basis during throughout the periods or as covered thereby, and include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the respective dates involvedfinancial position, except as otherwise noted therein results of operations and subject, in the case of unaudited interim financial statements, to normal year-end adjustments. (b) There are no material liabilities or obligations cash flows of the Company and the Subsidiaries at the dates and for the periods covered thereby. Except as and to the extent disclosed, reflected or reserved against in the financial statements of the Company and the notes thereto included in the SEC Reports, or as otherwise disclosed on SCHEDULE 4(L) neither the Company nor any of its Subsidiaries of Subsidiary has any kind whatsoeverliability, debt or obligation, whether accrued accrued, absolute, contingent or unaccruedotherwise, absolute or contingent, liquidated or unliquidated, or and whether due or to become due, in each case, other than liabilities or obligations (i) referenced (whether by value or otherwise) or reflected in the Company SEC Documents, the Company Financial Statements or disclosed in the notes thereto, (ii) incurred since December 31, 2001 in the ordinary course of business, (iii) incurred in connection with the transactions contemplated hereby or (iv) that would notdue which, individually or in the aggregate, reasonably are material to the Company and the Subsidiaries, taken as a whole. Subsequent to September 30, 2003, neither the Company nor any Subsidiary has incurred any liability, debt or obligation of any nature whatsoever which, individually or in the aggregate are material to the Company and the Subsidiaries, taken as a whole, other than those incurred in the ordinary course of their respective businesses or as disclosed on SCHEDULE 4(L). A description and the amount of the Indebtedness of the Company and Subsidiaries that will be expected to have a Company Material Adverse Effectoutstanding on the Closing Date and that will constitute Permitted Indebtedness for purposes of clause (1) of the definition of the term Permitted Indebtedness appear on SCHEDULE 4(L) attached hereto.

Financial Statements; Liabilities. (a) Each of The Financial Statements, attached hereto as Schedule 4(l), present fairly the consolidated balance sheets included in the Company SEC Documents fairly presents in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereofposition, and the other related consolidated financial statements (including the notes thereto) included therein fairly present in all material respects the results of operations and cash flows of the Company Company, the other Borrowers and its Subsidiaries the Subsidiaries, at the dates and for the respective periods or as of the respective dates set forth therein (collectivelycovered thereby, the "COMPANY FINANCIAL STATEMENTS"). As of the respective filing date for the applicable Company SEC Document in which it was included, each of the Company Financial Statements (including the notes thereto) complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and was have been prepared in accordance conformity with generally accepted accounting principles generally accepted in the United States ("GAAP") applied on a consistent basis during throughout the periods or as covered thereby, and include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows of the respective Company, the other Borrowers and the Subsidiaries at the dates involvedand for the periods covered thereby. Except as and to the extent disclosed, except as otherwise noted therein and subject, reflected or reserved against in the case of unaudited interim financial statementsFinancial Statements, to normal year-end adjustments. (b) There are no material liabilities neither the Company, the other Borrowers, nor any Subsidiary has any liability, debt or obligations of the Company or any of its Subsidiaries of any kind whatsoeverobligation, whether accrued or unaccruedaccrued, absolute or contingent, liquidated or unliquidated, or and whether due or to become due, in each case, other than liabilities or obligations (i) referenced (whether by value or otherwise) or reflected in the Company SEC Documents, the Company Financial Statements or disclosed in the notes thereto, (ii) incurred since December 31, 2001 in the ordinary course of business, (iii) incurred in connection with the transactions contemplated hereby or (iv) that would notdue which, individually or in the aggregate, reasonably are material to the Company, the other Borrowers and the Subsidiaries, taken as a whole. Except as set forth on Schedule 4(l), subsequent to June 30, 2014, neither the Company, the other Borrowers nor any Subsidiary has incurred any liability, debt or obligation of any nature whatsoever which, individually or in the aggregate are material to the Company, the other Borrowers and the Subsidiaries, taken as a whole, other than those incurred in the ordinary course of their respective businesses. A detailed description and the amount of the Indebtedness of the Company, the other Borrowers and Subsidiaries that will be expected to have a Company Material Adverse Effectoutstanding on the Closing Date appear on Schedule 4(l) attached hereto.