Common use of Financial Statements; No Liabilities Clause in Contracts

Financial Statements; No Liabilities. (a) Complete and accurate copies of the (i) audited consolidated financial statements consisting of the consolidated balance sheet of the Company as of December 31, 2012 and the related statements of income and retained earnings, stockholders’ equity and cash flow, for the year then ended (the “Audited Financial Statements”) and (ii) unaudited consolidated financial statements consisting of the consolidated balance sheet of the Company as of November 30, 2013 and the related statements of income and retained earnings, stockholders’ equity and cash flow for the eleven-month period then ended (the “Interim Financial Statements” and together with the Audited Financial Statements, the “Financial Statements”) are set forth in Section 3.6(a) of the Company Disclosure Schedule. The Financial Statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be material in amount) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements were prepared from the Books and Records (which are complete and accurate in all material respects) of the Company, and fairly present, in all material respects, the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. No financial statements of any Person other than the Company are (A) required by GAAP to be included in the Financial Statements or (B) included in the Financial Statements. (b) The Company has no Liabilities except (i) those which are adequately reflected or reserved against in the Financial Statements, and (ii) those which have been incurred in the ordinary course of business consistent with past practice since December 31, 2012 and which are not, individually or in the aggregate, material in amount. There are no Liens on any capital stock (or other equity interests), assets or properties of the Company. The Company has no liabilities that would be considered “off-balance-sheet” for GAAP purposes, including operating leases or guarantees of debt. (c) The Company is not aware of any claims that would require the Company to incur costs under its various indemnification agreements.

Financial Statements; No Liabilities. Except as set forth in Schedule 3.6, the Company has furnished to Acquiror (a) Complete and accurate copies of the (i) audited consolidated financial statements consisting of the consolidated balance sheet sheets of the Company as of December 31, 2012 1994, 1995 and 1996, and the related audited statements of income and retained earnings, stockholders’ equity and cash flow, flows for the year fiscal years then ended (such audited financial statements, including the “schedules and notes thereto, collectively, the "Audited Financial Statements”) "); and (iib) the unaudited consolidated financial statements consisting of the consolidated balance sheet of the Company and its Subsidiaries as of November 30October 31, 2013 1997, and the related unaudited statements of income and retained earnings, stockholders’ equity and cash flow flows for the eleven-month period ten months then ended (such unaudited financial statements, collectively, the “Interim "Unaudited Financial Statements” " and together with the Audited Financial Statements, the “"Financial Statements”) are set forth in Section 3.6(a) of the Company Disclosure Schedule. The Financial Statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be material in amount) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements"). The Financial Statements were prepared from referred to in this Section 3.6, including the Books related schedules and Records (which are complete and accurate in all material respects) of the Companynotes, and present fairly present, in all material respects, the financial condition of the Company as of the their respective dates they were prepared and the results of the operations of the Company and cash flows for the respective periods indicatedindicated and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as otherwise noted in the notes thereto and that the Unaudited Financial Statements do not contain all required footnotes and are subject to normal recurring year-end adjustments). No financial statements of any Person other than the Company are (A) required by GAAP to be included Except as reflected in the Financial Statements (or (B) included disclosed in the notes to the Financial Statements. ), there exist no liabilities (bwhether contingent or absolute, matured or unmatured, known or unknown) The of the Company. Except as reflected in the Unaudited Financial Statements of the Company as of October 31, 1997 (the "Balance Sheet Date"), the Company has no Liabilities liabilities, contingent or absolute, matured or unmatured, known or unknown, except (i) those which are adequately reflected or reserved against in the Financial Statements, and (ii) those which have been for liabilities incurred in the ordinary course of business consistent with past practice since December 31, 2012 and which are not, individually or in the aggregate, material in amount. There are no Liens on any capital stock (or other equity interests), assets or properties of the Company. The Company has no liabilities Balance Sheet Date that would be considered “off-balance-sheet” for GAAP purposes, including operating leases or guarantees of debtnot have a Company Material Adverse Effect. (c) The Company is not aware of any claims that would require the Company to incur costs under its various indemnification agreements.

Financial Statements; No Liabilities. (a) Complete and accurate copies of Schedule 4.5(a) sets forth the (i) audited consolidated financial balance sheet, income statements, statements consisting of the consolidated balance sheet cash flows and members’ equity of the Company HE3 as of and for the fiscal year ended December 31, 2012 and the related statements of income and retained earnings, stockholders’ equity and cash flow, for the year then ended 2022 (the “Audited Financial StatementsBalance Sheet Date”) ), together with all related notes thereto and accompanied by reports thereon of HE3’s independent auditor, (ii) unaudited consolidated financial balance sheet, income statements, statements consisting of cash flows and members’ equity of HE3-B as of and for the consolidated fiscal year ended December 31, 2022 and (iii) unaudited balance sheet sheets, income statements, statements of cash flows and members’ equity of the Company Group as of November 30March 31, 2013 and the related statements of income and retained earnings2023, stockholders’ equity and cash flow for the eleven-month period then ended (the “Interim Financial Statements” and together with the Audited Financial Statementsall related notes thereto (collectively, the “Company Financial Statements”) are set forth in Section 3.6(a) ). Each of the Company Disclosure Schedule. The Financial Statements have (w) has been prepared in accordance with United States generally accepted accounting principles the Accounting Principles consistently applied by Company Group, (“GAAP”x) applied on a consistent basis throughout the periods involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be material in amount) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements were prepared was derived from the Books books and Records (records of HE3 or HE3-B, as applicable, which books and records are accurate and complete and accurate in all material respects) of the Company, and fairly present(y) presents fairly, in all material respects, the financial condition position, results of operations and cash flows of the Company Companies as of the respective indicated dates they were prepared and the results of the operations of the Company for the periods indicated. No financial statements indicated therein. (b) There are no liabilities of any Person other than or with respect to the Company are (A) Group that would be required by GAAP to be included in reserved, reflected, or otherwise disclosed on a consolidated balance sheet of the Financial Statements Company Group of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or (B) included in the Financial Statements. (b) The Company has no Liabilities except otherwise, other than (i) those which are adequately reflected as set forth in Schedule 4.5(b) or reserved against in the Financial Statementsother Disclosure Schedules, and (ii) those liabilities to the extent accrued, reserved, reflected, or otherwise disclosed in the Company Financial Statements (and for which adequate accruals or reserves have been established on the Company Financial Statements in accordance with GAAP), (iii) liabilities incurred in the ordinary course of business consistent with past practice since December 31the Balance Sheet Date, 2012 and which are (iv) Company Transaction Expenses, (v) liabilities to the extent reflected in or taken into account in connection with the calculation of Working Capital Liabilities or the Adjusted Purchase Price, or (vi) liabilities that would not, individually or in the aggregate, material result in amount. There are no Liens on any capital stock (or other equity interests), assets or properties of the Company. The a Company has no liabilities that would be considered “off-balance-sheet” for GAAP purposes, including operating leases or guarantees of debtMaterial Adverse Effect. (c) The Company is not aware of any claims that would require the Company to incur costs under its various indemnification agreements.

Financial Statements; No Liabilities. (a) Complete and accurate copies of Schedule 4.5(a) sets forth the (i) audited consolidated financial statements consisting of the consolidated balance sheet of the Tap Rock I Subject Company and its Subsidiaries as of and for the fiscal year ended December 31, 2012 and the related statements of income and retained earnings, stockholders’ equity and cash flow, for the year then ended 2022 (the “Audited Financial StatementsBalance Sheet Date”) ), together with all related notes thereto and accompanied by reports thereon of Tap Rock I Subject Company’s independent auditor, (ii) unaudited balance sheets, income statements, statements of cash flows and members’ equity of Tap Rock I Subject Company and its Subsidiaries as of March 31, 2023, together with all related notes thereto (collectively with the statements described in the preceding clause (i), the “Tap Rock I Financial Statements”), (iii) audited consolidated financial statements consisting of the consolidated balance sheet of the Tap Rock II Subject Company and its Subsidiaries as of November 30and for the fiscal year ended on the Balance Sheet Date, 2013 together with all related notes thereto and the related accompanied by reports thereon of Tap Rock II Subject Company’s independent auditor, (iv) unaudited balance sheets, income statements, statements of income cash flows and retained earnings, stockholdersmembers’ equity of Tap Rock II Subject Company and cash flow for the eleven-month period then ended its Subsidiaries as of March 31, 2023, together with all related notes thereto (the “Tap Rock II Interim Financial Statements” and, collectively with the statements described in the preceding clause (iii), the “Tap Rock II Financial Statements”, and together with the Audited Tap Rock I Financial Statements, the “Company Financial Statements”) are set forth in Section 3.6(a) of the Company Disclosure Schedule). The applicable Company Financial Statements have (w) has been prepared in accordance with United States generally accepted accounting principles (“GAAP”) the Accounting Principles consistently applied on a consistent basis throughout by the periods involvedapplicable Company Group, subject, in with the case exception of the Tap Rock II Interim Financial Statements, as such financial statements do not include notes to normal and recurring year-end adjustments the financial statements, (the effect of which will not be material in amountx) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements were prepared was derived from the Books books and Records (records of Tap Rock I Subject Company or Tap Rock II Subject Company, as applicable, which books and records are accurate and complete and accurate in all material respects) of the Company, and fairly present(y) presents fairly, in all material respects, the financial condition position, results of operations and cash flows of the Company applicable Companies as of the respective indicated dates they were prepared and the results of the operations of the Company for the periods indicated. No financial statements indicated therein. (b) There are no liabilities of any Person other than or with respect to the applicable Company are (A) Group that would be required by GAAP to be included in the Financial Statements reserved, reflected, or (B) included in the Financial Statements. (b) The otherwise disclosed on a consolidated balance sheet of such Company has no Liabilities except Group of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than (i) those which are adequately reflected as set forth in Schedule 4.5(b) or reserved against in the Financial Statementsother Disclosure Schedules, and (ii) those liabilities to the extent accrued, reserved, reflected, or otherwise disclosed in the applicable Company Financial Statements (and for which adequate accruals or reserves have been established on such Company Financial Statements in accordance with GAAP), (iii) liabilities incurred in the ordinary course of business consistent with past practice since December 31the Balance Sheet Date, 2012 and which are (iv) Company Transaction Expenses, (v) liabilities to the extent reflected in or taken into account in connection with the calculation of Working Capital Liabilities or the Adjusted Purchase Price, (vi) liabilities that would not, individually or in the aggregate, material result in amount. There are no Liens on a Company Material Adverse Effect, (vii) liabilities with respect to any capital stock Excluded Assets for which neither Purchaser nor any Company Group Member reasonably could be expected to be liable as a matter of law, or (or other equity interests), assets or properties viii) liabilities with respect to Tap Rock I Subject Company after giving effect to the Pre-Closing Reorganization for which neither Purchaser nor any Company Group Member reasonably could be expected to be liable as a matter of the Company. The Company has no liabilities that would be considered “off-balance-sheet” for GAAP purposes, including operating leases or guarantees of debtlaw. (c) The Company is not aware of any claims that would require the Company to incur costs under its various indemnification agreements.

Financial Statements; No Liabilities. (a) Complete True and accurate complete copies of the (i) audited consolidated Seller’s unaudited financial statements consisting of the Company and the Company’s Subsidiaries consisting of: the unaudited consolidated balance sheet of the Company as and the Company’s Subsidiaries and the related unaudited consolidated income statement of such entities for the year ended December 31, 2012 and the related statements of income and retained earnings, stockholders’ equity and cash flow, for the year then ended 2017 (the “Audited Annual Financial Statements”) ); and (ii) the unaudited consolidated financial statements consisting of the consolidated balance sheet of the Company as of November 30, 2013 and the Company’s Subsidiaries and the related unaudited consolidated income statements of income such entities as of and retained earnings, stockholders’ equity and cash flow for the eleven-month three (3)-month period then ended March 31, 2018 (the “Interim Financial Statements” and and, together with the Audited Annual Financial Statements, the “Financial Statements”) are included in Section 3.6(a)(i) of the Seller Disclosure Schedule. Except as set forth in Section 3.6(a3.6(a)(ii) of the Company Seller Disclosure Schedule. The , the Financial Statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout for the periods involvedinvolved and fairly present in all material respects the consolidated financial condition as of the respective dates thereof and results of operations of the Company and the Company’s Subsidiaries for the respective periods indicated; provided, however, that the Financial Statements are unaudited, lack footnotes, and are subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect none of which will not be material in amount) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements were prepared from the Books and Records (which are complete and accurate in all material respects) of the Company, and fairly present, in all material respects, the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. No financial statements of any Person other than the Company are (A) required by GAAP to be included in the Financial Statements or (B) included in the Financial Statements. (b) The Company has no Liabilities except (i) those which are adequately reflected or reserved against in the Financial Statements, and (ii) those which have been incurred in the ordinary course of business consistent with past practice since December 31, 2012 and which are notwhich, individually or in the aggregate, material are expected to be material). The unaudited consolidated balance sheet of the Company and the Company’s Subsidiaries as of December 31, 2017 is referred to herein as the “2017 Balance Sheet” and the date thereof as the “2017 Balance Sheet Date” and the unaudited consolidated balance sheet of the Company and the Company’s Subsidiaries as of March 31, 2018 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. (b) Except as set forth in amount. There Section 3.6(b) of the Seller Disclosure Schedule, there are no Liens on Liabilities of the Company or any capital stock (or other equity interests), assets or properties of the Company. The Company has no liabilities ’s Subsidiaries of a nature that would be considered “off-balance-sheet” for GAAP purposes, including operating leases or guarantees required to be reflected on a consolidated balance sheet of debt. (c) The Company is not aware of any claims that would require the Company to incur costs under its various indemnification agreementsand the Company’s Subsidiaries prepared in accordance with GAAP, other than (i) Liabilities reflected or reserved against and specifically identifiable in the Interim Balance Sheet, (ii) Liabilities incurred in the Ordinary Course of Business since the Interim Balance Sheet Date, or (iii) Liabilities set forth in the Estimated Closing Statement and expressly included in the calculation of the Final Purchase Price.

Financial Statements; No Liabilities. (a) Complete and accurate copies of the (i) the audited consolidated financial statements consisting of the consolidated balance sheet sheets of the Company as of December 31January 2, 2012 2010 and as of January 1, 2011 and the related audited consolidated statements of income and retained earnings, stockholders’ equity operations and cash flow, flows for the year years then ended (together with the notes thereto and related report of independent auditors, the “Audited Financial Statements”) and (ii) the unaudited consolidated financial statements consisting of the consolidated balance sheet sheets of the Company as of November 30December 31, 2013 2011 and the related unaudited consolidated statements of income and retained earnings, stockholders’ equity operations and cash flow flows for the eleven12-month period then ended (the “Interim Financial Statements” and together with the Audited Financial Statements, the “Financial Statements”) are set forth in on the Section 3.6(a3.5(a) of the Company Disclosure Schedule. The Except as set forth on Section 3.5(a) of the Company Disclosure Schedule, the Financial Statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involvedcovered thereby, subject, in the case of the Interim Financial Statements, to normal and recurring immaterial year-end adjustments (the effect of which will not be material in amount) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements)footnotes. The Financial Statements were prepared from the Books and Records (which are complete and accurate in all material respects) of the Company, and fairly present, in all material respects, the financial condition condition, results of operations and cash flows of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. No financial statements of any Person other than the Company are (A) required by GAAP to be included in the Financial Statements or (B) included in the Financial Statementscovered thereby. (b) The Company has no material Liabilities that are required to be set forth on a balance sheet under GAAP except those that (i) those which are adequately reflected or reserved against on the balance sheet of the Company dated as of December 31, 2011 and included in the Interim Financial Statements, and (ii) those which have been incurred in the ordinary course of business consistent with past practice since December 31, 2012 2011 and which are not, individually or in the aggregate, material in amount. There , and (iii) are no Liens set forth on any capital stock (or other equity interests), assets or properties Section 3.5(b) of the Company. The Company has no liabilities that would be considered “off-balance-sheet” for GAAP purposes, including operating leases or guarantees of debtDisclosure Schedule. (c) The Company is not aware of any claims that would require the Company to incur costs under its various indemnification agreements.

Financial Statements; No Liabilities. (a) Complete True, complete and accurate copies of the (i) Company’s audited consolidated financial statements consisting of the consolidated balance sheet of the Company as of December 31, 2012 and its Subsidiaries and the related consolidated statements of income and retained earnings, stockholders’ equity and cash flowflows, as of and for the year then years ended December 31, 2009 and 2010 (the “Audited Annual Financial Statements”) and (ii) unaudited consolidated financial statements consisting of the consolidated balance sheet of the Company as of November 30, 2013 and its Subsidiaries and the related consolidated statements of income and retained earningscash flows as of and for the nine-month period ended September 30, stockholders’ equity 2011 (the “Interim Financial Statements”) and unaudited financial statements consisting of the consolidated balance sheet of the Company and its Subsidiaries and the related consolidated statements of income and cash flow flows as of and for the eleven-month period then ended November 30, 2011 (the “Interim Most Recent Financial Statements” ”) and together with the Audited Annual Financial Statements and the Interim Financial Statements, the “Financial Statements”) ), are set forth included in Section 3.6(a) of the Company Disclosure Schedule. The Financial Statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the periods involvedinvolved (except as may be indicated in the notes to such Financial Statements) and on that basis fairly present in all material respects the consolidated financial condition and results of operations of the Company and its Subsidiaries as of the respective dates thereof and for the respective periods indicated, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect none of which will not will, individually or in the aggregate, be material in amountmaterial) and the absence of notes (that, if presented, would not differ materially from those presented in with the Audited Financial Statements)) on the basis of presentation and using the specified accounting policies, principles and methodologies described in the notes thereto. The Financial Statements were prepared from the Books and Records (which are complete and accurate in all material respects) of the Company, and fairly present, in all material respects, the financial condition consolidated balance sheet of the Company as of December 31, 2010 is referred to herein as the respective dates they were prepared “Balance Sheet” and the results of date thereof as the operations “Balance Sheet Date” and the consolidated balance sheet of the Company for as of September 30, 2011 is referred to herein as the periods indicated. No financial statements of any Person other than “Interim Balance Sheet” and the Company are (A) required by GAAP to be included in date thereof as the Financial Statements or (B) included in the Financial Statements“Interim Balance Sheet Date.” (b) The To the Knowledge of the Company, the Company has and its Subsidiaries have no material Liabilities that would be required under GAAP to be reflected or reserved against on the Balance Sheet of the Company, except (i) those which are adequately reflected or reserved against in the Audited Financial StatementsStatements dated as of December 31, 2010 and (ii) those which have been incurred in the ordinary course Ordinary Course of business consistent with past practice Business since December 31, 2012 and which are not, individually or in the aggregate, material in amount. There are no Liens on any capital stock (or other equity interests), assets or properties of the Company. The Company has no liabilities that would be considered “off-balance-sheet” for GAAP purposes, including operating leases or guarantees of debt2010. (c) The Company is not aware To the Knowledge of any claims that would require the Company, the books of account and records of the Company and its Subsidiaries have generally been maintained in accordance with commercially reasonable business practices for privately held companies of a substantially similar size and in a substantially similar line of business, and reflect in all material respects the assets, Liabilities and transactions of the Company and its Subsidiaries in a manner sufficient to incur costs under its various indemnification agreementsprepare the Company’s financial statements in accordance with GAAP.

Financial Statements; No Liabilities. (a) Complete and accurate copies of the (i) audited consolidated financial statements consisting of the consolidated balance sheet of the Company as of December 31sheet, 2012 and the related statements of income and retained earnings, stockholders’ equity equity, and cash flow, flow for the year then ended December 31, 2011 (the “Audited Financial Statements”) and ), (ii) the unaudited consolidated financial statements consisting of the consolidated balance sheet of the Company as of November 30sheet, 2013 and the related statements of income and retained earnings, stockholders’ equity equity, and cash flow for year ended December 31, 2012, and (iii) the elevenunaudited consolidated financial statements consisting of the consolidated balance sheet, income and retained earnings, stockholders’ equity, and cash flow for six-month period then ended June 30, 2013 (the financial statement set forth in subparts (ii) and (iii) are collectively referred to as the “Interim Financial Statements” and together with the Audited Financial Statements, the “Financial Statements”) are set forth in Section 3.6(a) of the Company Disclosure Schedule. The Financial Statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be material in amount) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements were prepared from the Books and Records (which are complete and accurate in all material respectsaccurate) of the Company, and fairly present, in all material respects, present the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. No financial statements of any Person other than the Company are (A) required by GAAP to be included in the Financial Statements or (B) included in the Financial Statements. (b) The Company has no Liabilities except (i) those which are adequately reflected or reserved against in the Audited Financial Statements, Statements and (ii) those which have been incurred in the ordinary course of business consistent with past practice since December 31June 30, 2012 2013 and which are not, individually or in the aggregate, material in amount. There are no Liens on any capital stock (or other equity interests), assets or properties of the Company. The Company has no liabilities that would be considered “off-balance-sheet” for GAAP purposes, including operating leases or guarantees of debt. (c) The Company is not currently subject to and is not aware of any existing claims that would require the Company to incur costs under its various indemnification agreements.