Common use of Financial Statements; No Undisclosed Liabilities; Indebtedness Clause in Contracts

Financial Statements; No Undisclosed Liabilities; Indebtedness. (a) The Company has delivered to Parent and Merger Subs true and complete copies of the following financial statements (collectively, the “Company Financial Statements”): (i) Audited consolidated balance sheets of the Company and its Subsidiaries (including the Spin-Off Entities) as of December 31, 2004, 2003 and 2002, and the related consolidated audited statements of operations, cash flows and change in stockholders’ deficit for each of the years then ended, certified by the Company’s independent public accountants and accompanied by a copy of such auditor’s report as filed with the SEC; (ii) An unaudited consolidated balance sheet of the Company and its Subsidiaries (including the Spin-Off Entities) as of September 30, 2005 as filed with the SEC; and (iii) Unaudited consolidated statements of operations and cash flows of the Company and its Subsidiaries (including the Spin-Off Entities) for the nine-month period ended September 30, 2005 as filed with the SEC. Subject to the absence of footnotes and year-end audit adjustments with respect to any unaudited Company Financial Statements which in the aggregate are not or will not be material in amount or effect, the Company Financial Statements have been prepared in accordance with GAAP consistently applied and present fairly in all material respects the consolidated financial condition of the Company and consolidated results of the Company’s operations at and for the periods presented. (b) Fluent has delivered to Parent and Merger Subs true and complete copies of the following financial statements (collectively, the “Fluent Financial Statements”): (i) Audited consolidated balance sheets of Fluent and its Subsidiaries as of December 31, 2004, 2003 and 2002, and the related consolidated audited statements of operations, cash flows and stockholders’ equity (deficit) for each of the years then ended, certified by Fluent’s independent public accountants and accompanied by a copy of such auditor’s report; (ii) An unaudited consolidated balance sheet of Fluent and its Subsidiaries as of September 30, 2005; and (iii) Unaudited consolidated statements of operations of Fluent and its Subsidiaries for the nine-month period ended September 30, 2005. Subject to the absence of footnotes and year-end audit adjustments with respect to any unaudited Fluent Financial Statements which in the aggregate are not or will not be material in amount or effect, the Fluent Financial Statements have been prepared in accordance with GAAP consistently applied and present fairly in all material respects the consolidated financial condition of Fluent and consolidated results of Fluent’s operations at and for the periods presented. (c) None of the Selling Companies or any of its Subsidiaries has or is subject to any material Liabilities of any kind, other than those (i) fully reflected in, reserved against or otherwise described in the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2004 (the “Company Balance Sheet”) or the notes thereto, (ii) fully reflected in, reserved against or otherwise described in the audited consolidated balance sheets of Fluent and its Subsidiaries as of December 31, 2004 (the “Fluent Balance Sheet”) or the notes thereto, (iii) incurred in the ordinary course of business consistent with past practice or pursuant to the transactions contemplated by this Agreement, or (iv) set forth on Section 5.7(c) of the Selling Companies Disclosure Schedule or as otherwise disclosed in writing to Parent. (d) Giving effect to the Spin-Off, except for the Senior Indebtedness, the Subordinated Indebtedness, the Fourth Merger Indebtedness, the Intercompany Payables, capitalized leases included in Indebtedness and any other Indebtedness set forth on Section 5.7(d) of the Selling Companies Disclosure Schedule, none of the Selling Companies or any of its Subsidiaries has or is subject to any Indebtedness, including, without limitation, any intercompany payables between the Selling Companies or their respective Subsidiaries and any Spin-Off Entity or their respective Subsidiaries and any mortgage related Indebtedness.

Financial Statements; No Undisclosed Liabilities; Indebtedness. (a) The Company Seller has delivered to Parent and Merger Subs true and complete Buyer copies of the following financial statements (collectively, the “Company Financial Statements”): (i) Audited consolidated the unaudited balance sheets sheet for each Acquired Company as of March 31, 2019, and the related unaudited income statements for the twelve (12)-month period then ended and (ii) the unaudited balance sheet of each Acquired Company and its Subsidiaries (including the Spin-Off Entities) as of December 31, 2004, 2003 and 2002, 2019 and the related consolidated audited unaudited income statements of operations, cash flows and change in stockholders’ deficit for each of the years then ended, certified by the Company’s independent public accountants and accompanied by a copy of such auditor’s report as filed with the SEC; (ii) An unaudited consolidated balance sheet of the Company and its Subsidiaries (including the Spin-Off Entities) as of September 30, 2005 as filed with the SEC; and (iii) Unaudited consolidated statements of operations and cash flows of the Company and its Subsidiaries (including the Spin-Off Entities) for the nine-month period then ended September 30(collectively, 2005 as filed with the SEC. Subject to the absence of footnotes and year-end audit adjustments with respect to any unaudited Company “Financial Statements”). (b) The Financial Statements which in were derived from the aggregate are not or will not be material in amount or effect, books and records of the Company Financial Statements have been Acquired Companies and were prepared in accordance with GAAP GAAP, except as otherwise noted therein, consistently applied applied, subject in the case of unaudited combined financial statements, to normal year-end adjustments and the absence of footnotes, as at the dates and for the periods presented, and present fairly in all material respects the consolidated financial condition position and results of operations of the Company and consolidated results of Acquired Companies as at the Company’s operations at dates and for the periods presented. (b) Fluent has delivered to Parent and Merger Subs true and complete copies ; provided, that the Financial Statements are qualified in their entirety by the fact that the Acquired Companies have not operated historically on a stand-alone basis as of the following financial statements (collectively, dates or during the “Fluent periods presented in the Financial Statements”): (i) Audited consolidated balance sheets of Fluent Statements and the Acquired Companies have received certain allocated charges and credits from Eagle Materials and its Subsidiaries Affiliates, including general and administrative expenses, which do not necessarily reflect amounts which would have resulted from arm’s-length transactions or which the Acquired Companies would have incurred had they operated on a stand-alone basis as of December 31, 2004, 2003 such dates or during such periods and 2002, may not be indicative of what the financial position and the related consolidated audited statements of operations, cash flows and stockholders’ equity (deficit) for each of the years then ended, certified by Fluent’s independent public accountants and accompanied by a copy of such auditor’s report; (ii) An unaudited consolidated balance sheet of Fluent and its Subsidiaries as of September 30, 2005; and (iii) Unaudited consolidated statements results of operations of Fluent and its Subsidiaries for the nine-month period ended September 30, 2005. Subject to the absence of footnotes and year-end audit adjustments Acquired Companies would have been with respect to any unaudited Fluent Financial Statements which such allocated charges and credits or will be in the aggregate are not or will not be material in amount or effect, the Fluent Financial Statements have been prepared in accordance with GAAP consistently applied and present fairly in all material respects the consolidated financial condition of Fluent and consolidated results of Fluent’s operations at and for the periods presentedfuture. (c) None As of the Selling Companies or date hereof, no Acquired Company has any of its Subsidiaries has or is subject to any material Liabilities liabilities of any kind, other than those (i) fully kind that would be required to be reflected in, reserved against or otherwise described on an audited balance sheet prepared in the audited consolidated balance sheets of the Company accordance with GAAP, and its Subsidiaries as of December 31, 2004 (the “Company Balance Sheet”) or the notes thereto, (ii) fully that are not so reflected in, reserved against or otherwise described in on the audited consolidated balance sheets of Fluent and its Subsidiaries Financial Statements as of December 31, 2004 2019, other than (the “Fluent Balance Sheet”i) or the notes thereto, (iii) liabilities incurred in the ordinary course of business consistent since December 31, 2019 and not exceeding $100,000 individually and $500,000 in the aggregate, (ii) liabilities incurred in connection with past practice the Transactions or pursuant to the transactions contemplated by announcement, negotiation, execution and performance of this AgreementAgreement and the Ancillary Agreements, or (iviii) set forth on Section 5.7(cliabilities incurred in connection with (A) non-delinquent executory Contracts with customers and leases, and (B) trade payables and other items of the Selling Companies Disclosure Schedule or as otherwise disclosed type included in writing to ParentWorking Capital. (d) Giving effect to the Spin-Off, except for the Senior Indebtedness, the Subordinated Indebtedness, the Fourth Merger Indebtedness, the Intercompany Payables, capitalized leases included in Indebtedness and any other Indebtedness set forth on Section 5.7(d4.5(d) of the Selling Companies Company Disclosure Schedule, none Schedule sets forth as of the Selling Companies or any date hereof a true and complete list of its Subsidiaries has or is subject to any Indebtedness, including, without limitation, any intercompany payables between all Indebtedness of the Selling Companies or their respective Subsidiaries and any Spin-Off Entity or their respective Subsidiaries and any mortgage related IndebtednessAcquired Companies.

Financial Statements; No Undisclosed Liabilities; Indebtedness. (a) The Company has delivered to Parent and Merger Subs true True and complete copies of the following financial statements (collectively, the “Company Financial Statements”): (i) Audited the audited consolidated balance sheets sheet of the Company Seller and its Subsidiaries (including the Spin-Off Entities) as of at December 3127, 20042014 and December 26, 2003 and 20022015, and the related audited consolidated audited statements of operationsincome, changes in members’ equity and changes in cash flows and change in stockholders’ deficit for each of the years then endedSeller and its Subsidiaries, certified together with all related notes and schedules thereto, accompanied by the Companyreports thereon of the Seller’s independent public accountants auditors (collectively referred to as the “Financial Statements”) and accompanied by a copy of such auditor’s report as filed with the SEC; (ii) An the unaudited consolidated balance sheet of the Company Seller and its Subsidiaries (including the Spin-Off Entities“Interim Balance Sheet”) as of September 30at May 28, 2005 as filed with 2016 (the SEC; and (iii) Unaudited “Interim Balance Sheet Date”), and the related consolidated statements of income and changes in cash flows of the Seller and its Subsidiaries for the five (5) month period then ended (collectively referred to as the “Interim Financial Statements”), are set forth on Schedule 3.7(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (A) have been derived from the books and records of the Seller and its Subsidiaries and (B) present fairly, in all material respects, the financial position, results of operations and cash flows of the Company Seller and its Subsidiaries (including as of the Spin-Off Entities) respective dates thereof and for the nine-month period ended September 30, 2005 as filed with the SEC. Subject to the absence of footnotes and year-end audit adjustments with respect to any unaudited Company Financial Statements which in the aggregate are not or will not be material in amount or effect, the Company Financial Statements have been prepared respective periods indicated in accordance with GAAP consistently applied and present fairly on a consistent basis throughout the periods indicated, subject, in all material respects the consolidated financial condition case of the Company Interim Financial Statements, to (1) the absence of footnote disclosures, and consolidated results of (2) normal and recurring year-end adjustments that would not reasonably be expected to be, individually or in the Company’s operations at and for the periods presentedaggregate, material. (b) Fluent has delivered Except as and to Parent and Merger Subs true and complete copies the extent adequately accrued or reserved against in the audited consolidated balance sheet of the following financial statements (collectively, the “Fluent Financial Statements”): (i) Audited consolidated balance sheets of Fluent Seller and its Subsidiaries as of at December 3126, 20042015 (such balance sheet, 2003 together with all related notes and 2002, and the related consolidated audited statements of operations, cash flows and stockholders’ equity (deficit) for each of the years then ended, certified by Fluent’s independent public accountants and accompanied by a copy of such auditor’s report; (ii) An unaudited consolidated balance sheet of Fluent and its Subsidiaries as of September 30, 2005; and (iii) Unaudited consolidated statements of operations of Fluent and its Subsidiaries for the nine-month period ended September 30, 2005. Subject to the absence of footnotes and year-end audit adjustments with respect to any unaudited Fluent Financial Statements which in the aggregate are not or will not be material in amount or effectschedules thereto, the Fluent Financial Statements have been prepared in accordance with GAAP consistently applied and present fairly in all material respects “Balance Sheet”), neither the consolidated financial condition of Fluent and consolidated results of Fluent’s operations at and for the periods presented. (c) None of the Selling Companies or Seller nor any of its Subsidiaries has any liability or is subject to any material Liabilities obligation of any kindnature, other than those (i) fully whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by GAAP consistently applied, to be reflected in, reserved against or otherwise described in the audited a consolidated balance sheets sheet of the Company Seller and its Subsidiaries as of December 31, 2004 (the “Company Balance Sheet”) or disclosed in the notes thereto, except for (iii) fully reflected inliabilities and obligations, reserved against or otherwise described in the audited consolidated balance sheets of Fluent and its Subsidiaries as of December 31, 2004 (the “Fluent Balance Sheet”) or the notes thereto, (iii) incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet (none of which is a liability for breach of contract, breach of warranty, tort, infringement or violation of law), (ii) liabilities disclosed on Schedule 3.7(b) of the Disclosure Schedules, (iii) liabilities included in the computation of Indebtedness or Transaction Expenses, in each case as of the Closing and as finally determined pursuant to the transactions contemplated by this AgreementSection 2.4, or (iv) set forth on Section 5.7(c) liabilities included in the computation of Net Working Capital as of the Selling Companies Disclosure Schedule Closing, as finally determined pursuant to Section 2.4 and (v) obligations under any Material Contracts or under Contracts entered into in the ordinary course of business (but excluding Material Contracts or Contracts for Indebtedness and liabilities for any breach of such Contract occurring on or prior to the Closing Date). (c) The Seller and its Subsidiaries, taken as otherwise disclosed a whole, maintain and adhere to a system of internal accounting controls which are effective in writing providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP (including the Financial Statements and the Interim Financial Statements), including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Seller and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to Parentpermit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Seller and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the board of managers of Seller and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Seller and its Subsidiaries that could have a material effect on the Seller’s and its Subsidiaries’ financial statements. (d) Giving effect to the Spin-Off, except for the Senior Indebtedness, the Subordinated Indebtedness, the Fourth Merger Indebtedness, the Intercompany Payables, capitalized leases included in Indebtedness and any other Indebtedness set forth on Section 5.7(dSchedule 3.7(d) of the Selling Companies Disclosure Schedule, none Schedules sets forth a true and complete description and amount of all Indebtedness of the Selling Companies or any of Seller and its Subsidiaries as of the date of this Agreement (other than Indebtedness of the type identified in clause (iv) of the definition of Indebtedness that would be included as a current liability in Net Working Capital as of the date of this Agreement). The Company has or is subject to any Indebtedness, including, without limitation, any intercompany payables between the Selling Companies or their respective Subsidiaries and any Spin-Off Entity or their respective Subsidiaries and any mortgage related Indebtednessno outstanding letters of credit.

Financial Statements; No Undisclosed Liabilities; Indebtedness. (a) The Company has delivered to Parent and Merger Subs true and complete copies of the following financial statements (collectively, the “Company Financial Statements”): Set forth in Schedule 4.4(a) are: (i) Audited consolidated balance sheets of the Company and its Subsidiaries (including the Spin-Off Entities) as of December 31, 2004, 2003 and 2002, and the related consolidated audited statements of operations, cash flows and change in stockholders’ deficit for each of the years then ended, certified by the Company’s independent public accountants and accompanied by a copy of such auditor’s report as filed with the SEC; (ii) An unaudited consolidated balance sheet of the Company and its Subsidiaries (including the Spin-Off Entities) as of September 30, 2005 as filed with the SEC; and (iii) Unaudited consolidated statements of operations and cash flows of the Company and its Subsidiaries (including the Spin-Off Entities) for the nine-month period ended September 30, 2005 as filed with the SEC. Subject to the absence of footnotes and year-end audit adjustments with respect to any unaudited Company Financial Statements which in the aggregate are not or will not be material in amount or effect, the Company Financial Statements have been prepared in accordance with GAAP consistently applied and present fairly in all material respects the consolidated financial condition of the Company and consolidated results of the Company’s operations at and for the periods presented. (b) Fluent has delivered to Parent and Merger Subs true and complete copies of the following financial statements (collectively, the “Fluent Financial Statements”): (i) Audited consolidated balance sheets of Fluent and its Subsidiaries as of December 31, 2004, 2003 and 2002, and the related consolidated audited statements of operations, cash flows and stockholders’ equity (deficit) for each of the years then ended, certified by Fluent’s independent public accountants and accompanied by a copy of such auditor’s report; (ii) An unaudited consolidated balance sheet of Fluent and its Subsidiaries as of September 30, 2005; and (iii) Unaudited consolidated statements of operations of Fluent and its Subsidiaries for the nine-month period ended September 30, 2005. Subject to the absence of footnotes and year-end audit adjustments with respect to any unaudited Fluent Financial Statements which in the aggregate are not or will not be material in amount or effect, the Fluent Financial Statements have been prepared in accordance with GAAP consistently applied and present fairly in all material respects the consolidated financial condition of Fluent and consolidated results of Fluent’s operations at and for the periods presented. (c) None of the Selling Companies or any of its Subsidiaries has or is subject to any material Liabilities of any kind, other than those (i) fully reflected in, reserved against or otherwise described in the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2004 (the “Company Balance Sheet”) or the notes thereto, (ii) fully reflected in, reserved against or otherwise described in 2019 and the audited consolidated balance sheets sheet of Fluent the Company and its Subsidiaries as of December 31, 2004 2018; (ii) the related unaudited statements of operations, shareholders’ equity, and cash flows, for the year ended December 31, 2019 and the related audited statements of operations, shareholders’ equity, and cash flows, for the year ended December 31, 2018, respectively; (iii) an unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2020 (the “Fluent Interim Balance Sheet”); and (iv) or the notes theretorelated unaudited statements of operations, shareholders’ equity, and cash flows for the six (6) months ended June 30, 2020 (the foregoing financial statements, collectively, the “Financial Statements”). The Financial Statements (i) have been prepared from the books and records of the Company and its Subsidiaries in accordance with GAAP, consistently applied, (ii) are correct in all material respects, and (iii) incurred present fairly, in all material respects, the financial condition and results of operations of the Company and its Subsidiaries as of the respective dates thereof and for the respective periods covered thereby, subject, in the case of the unaudited Financial Statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of footnotes. The books and records of the Company and its Subsidiaries are correct in all material respects, have been maintained in accordance with sound business practices, and accurately reflect in all material respects all the transactions and actions therein described. At the Closing, all such books and records will be in the possession of the Company or its applicable Subsidiary. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the Company’s Financial Statements. (b) The Company and its Subsidiaries do not have any material Liabilities that would be required to be reflected on, or reserved against in, a consolidated balance sheet of the Company and its Subsidiaries prepared in accordance with GAAP, except: (i) Liabilities reflected on, or reserved against in, the Financial Statements; (ii) Liabilities that have arisen since the date of the Interim Balance Sheet in the ordinary course of business consistent with past practice practice, none of which is a Liability resulting from or pursuant to the transactions contemplated by this Agreementarising out of any breach of contract, breach of warranty, tort, infringement, misappropriation, or violation of Law and; (iii) Liabilities set forth on Schedule 4.4(b). (c) The Company and its Subsidiaries maintain internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) set forth on Section 5.7(cthe recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. During the last three (3) years, to the Company’s Knowledge, there has never been any fraud or other wrongdoing that involves any of the Selling Companies Disclosure Schedule management or as otherwise disclosed other employees of the Company or its Subsidiaries who have a role in writing to Parentthe preparation of financial statements or the internal accounting controls used by the Company or its Subsidiaries, or any claim or allegation regarding any of the foregoing. (d) Giving effect The Company applied for and received the PPP Loan under the Paycheck Protection Program sponsored by the United States Small Business Administration (“SBA”) under 15 U.S.C. §636(a)(36) on or about April 18, 2020. With respect to the Spin-OffPPP Loan, except the Company: (i) was eligible for and met all eligibility requirements for the Senior IndebtednessPPP Loan at the time of its application; (ii) has spent the proceeds of the PPP Loan only on eligible expenses (as described in the applicable SBA regulations); and (iii) is eligible to apply for forgiveness of the PPP Loan in full. The Company is not, and will not, be subject to any reductions to loan forgiveness based on a reduction in the Subordinated Indebtednessnumber of employees or a reduction relating to salary and wages as provided in section 1106(d) of the CARES Act, as amended. The Company will promptly submit, but in no case later than ten (10) Business Days following the Fourth Merger Indebtednessopening of its lender’s portal for such loan forgiveness purpose, an application for loan forgiveness of the Intercompany Payables, capitalized leases included in full principal amount of the PPP Loan with all required documentation. (e) The Indebtedness of the Company and any other Indebtedness its Subsidiaries set forth on Section 5.7(dSchedule 4.4(e) was obtained through the NMTC Program (collectively, the “NMTC Loans”). All of the Selling Companies Disclosure Schedule, none of representations made by the Selling Companies or Company and any of its Subsidiaries has on its application for any NMTC Loans were accurate, complete and correct in all material respects at the time such representations were made by the Company or is subject its Subsidiary, as applicable. The Company and its Subsidiaries were eligible for the NMTC Loans at the time of its applications and have complied with all applicable legal requirements associated with the NMTC Loans, except where the failure to so comply would not be reasonably likely to cause any Indebtedness, including, without limitation, any intercompany payables between NMTC Loans to lose their status as NMTC Loans. (f) Schedule 4.4(f) sets forth a correct list of all Indebtedness of the Selling Companies or their respective Company and its Subsidiaries and any Spin-Off Entity or their respective Subsidiaries and any mortgage related Indebtednessidentifies for each item of Indebtedness the outstanding principal amount thereof as of the date of this Agreement.

Financial Statements; No Undisclosed Liabilities; Indebtedness. (a) The Set forth on Schedule 3.4(b) of the Company has delivered to Parent and Merger Subs Disclosure Letter are true and complete correct copies of the following financial statements (collectively, the “Company Financial Statements”): of: (i) Audited consolidated balance sheets of the Company and its Subsidiaries (including the Spin-Off Entities) as of December 31, 2004, 2003 and 2002, and the related consolidated audited statements of operations, cash flows and change in stockholders’ deficit for each of the years then ended, certified by the Company’s independent public accountants and accompanied by a copy of such auditor’s report as filed with the SEC; (ii) An unaudited consolidated balance sheet of the Company and its Subsidiaries (including the Spin-Off Entities) as of September 30, 2005 as filed with the SEC; and (iii) Unaudited consolidated statements of operations and cash flows of the Company and its Subsidiaries (including the Spin-Off Entities) for the nine-month period ended September 30, 2005 as filed with the SEC. Subject to the absence of footnotes and year-end audit adjustments with respect to any unaudited Company Financial Statements which in the aggregate are not or will not be material in amount or effect, the Company Financial Statements have been prepared in accordance with GAAP consistently applied and present fairly in all material respects the consolidated financial condition of the Company and consolidated results of the Company’s operations at and for the periods presented. (b) Fluent has delivered to Parent and Merger Subs true and complete copies of the following financial statements (collectively, the “Fluent Financial Statements”): (i) Audited consolidated balance sheets of Fluent and its Subsidiaries as of December 31, 2004, 2003 and 2002, and the related consolidated audited statements of operations, cash flows and stockholders’ equity (deficit) for each of the years then ended, certified by Fluent’s independent public accountants and accompanied by a copy of such auditor’s report; (ii) An unaudited consolidated balance sheet of Fluent and its Subsidiaries as of September 30, 2005; and (iii) Unaudited consolidated statements of operations of Fluent and its Subsidiaries for the nine-month period ended September 30, 2005. Subject to the absence of footnotes and year-end audit adjustments with respect to any unaudited Fluent Financial Statements which in the aggregate are not or will not be material in amount or effect, the Fluent Financial Statements have been prepared in accordance with GAAP consistently applied and present fairly in all material respects the consolidated financial condition of Fluent and consolidated results of Fluent’s operations at and for the periods presented. (c) None of the Selling Companies or any of its Subsidiaries has or is subject to any material Liabilities of any kind, other than those (i) fully reflected in, reserved against or otherwise described in the audited consolidated balance sheets sheet of the Company and its Subsidiaries as of December 31, 2004 (the “Company Balance Sheet”) or the notes thereto, (ii) fully reflected in, reserved against or otherwise described in 2020 and the audited consolidated balance sheets sheet of Fluent the Company and its Subsidiaries as of December 31, 2004 2019; (ii) the related audited statements of operations, shareholders’ equity, and cash flows, for the year ended December 31, 2020 and the related audited statements of operations, shareholders’ equity, and cash flows, for the year ended December 31, 2019, respectively (the audited financial statements delivered pursuant to clauses (i) and (ii) hereof the “Audited Financial Statements”); (iii) an unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2021 (the “Fluent Interim Balance Sheet”); and (iv) or the notes theretorelated unaudited statements of operations, shareholders’ equity, and cash flows for the six (6) months ended June 30, 2021 (the unaudited financial statements delivered pursuant to clauses (iii) incurred – (iv) hereof the “Unaudited Financial Statements” and collectively with the Audited Financial Statements, the “Financial Statements”). The Audited Financial Statements (i) have been prepared from the books and records of the Company and its Subsidiaries in accordance with GAAP, consistently applied, (ii) are correct in all material respects, and (iii) present fairly, in all material respects, the financial condition and results of operations of the Company and its Subsidiaries as of the respective dates thereof and for the respective periods covered thereby. The Unaudited Financial Statements (i) have been prepared from the books and records of the Company and its Subsidiaries in accordance with the Accounting Principles, (ii) are correct in all material respects, and (iii) present fairly, in all material respects, the financial condition and results of operations of the Company and its Subsidiaries as of the respective dates thereof and for the respective periods covered thereby. The books and records of the Company and its Subsidiaries are correct in all material respects, have been maintained in accordance with sound business practices, and accurately reflect in all material respects all the transactions and actions therein described. At the Closing, all such books and records will be in the possession of the Company or its applicable Subsidiary. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the Company’s Financial Statements. (b) The Company and its Subsidiaries do not have any material Liabilities that would be required to be reflected on, or reserved against in, a consolidated balance sheet of the Company and its Subsidiaries prepared in accordance with the Accounting Principles, except: (i) Liabilities specifically reflected on and adequately reserved against in, the Interim Balance Sheet; (ii) Liabilities that have arisen since the date of the Interim Balance Sheet in the ordinary course of business consistent with past practice practice, none of which is a Liability resulting from or pursuant to the transactions contemplated by this Agreementarising out of any breach of contract, breach of warranty, tort, infringement, misappropriation, or violation of Law; and (iviii) Liabilities set forth on Section 5.7(cSchedule 3.4(b) of the Selling Companies Company Disclosure Schedule Letter. Neither the Company nor any Subsidiary has ever guaranteed any debt or other obligation of any other Person. All reserves that are set forth in or reflected in the Interim Balance Sheet have been established in accordance with the Accounting Principles as otherwise disclosed consistently applied by the Company for pre-Closing periods and are adequate. (c) The Company and its Subsidiaries maintain internal accounting controls sufficient in writing all material respects to Parentprovide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with the Accounting Principles and to maintain accountability for assets and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. None of the Company, any Subsidiary, the Company’s independent auditors nor, to the Knowledge of the Company, any Employee of the Company or any of its Subsidiaries, has identified or been made aware of any fraud, whether or not material, that involves the Company’s or such Subsidiary’s management or other Employees of the Company or such Subsidiary who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or such Subsidiary, or any claim or allegation regarding any of the foregoing. (d) Giving effect to the Spin-Off, except for the Senior Indebtedness, the Subordinated Indebtedness, the Fourth Merger Indebtedness, the Intercompany Payables, capitalized leases included in Indebtedness and any other Indebtedness set forth on Section 5.7(dSchedule 3.4(d) of the Selling Companies Company Disclosure Schedule, none Letter sets forth a correct list of all Indebtedness of the Selling Companies or any of Company and its Subsidiaries has or is subject to any Indebtedness, including, without limitation, any intercompany payables between and identifies for each item of Indebtedness the Selling Companies or their respective Subsidiaries and any Spin-Off Entity or their respective Subsidiaries and any mortgage related Indebtednessoutstanding principal amount thereof as of the Agreement Date.

Financial Statements; No Undisclosed Liabilities; Indebtedness. (a) The Company (i) UCC has delivered to Parent and Merger Subs true and complete copies of the following financial statements (collectively, the “Company Financial Statements”): (i) Audited consolidated Purchaser an audited balance sheets sheet of the Company and its Subsidiaries (including the Spin-Off Entities) as of December 31, 2004, 2003 2004 and 20022005, and the related consolidated audited statements of operations, stockholders’ equity and cash flows and change in stockholders’ deficit for each of the fiscal years then ended, certified by together with the report thereon of the Company’s independent certified public accountants and accompanied by a copy of such auditor’s report as filed with (including the SEC; notes thereto, the “UCC Financial Statements”), (ii) An each of Consulting Corp. and Servicing LLC have delivered to the Purchaser an unaudited consolidated balance sheet of such Company as of December 31, 2004 and 2005, and the related unaudited statements of operations, stockholders’ equity and cash flows of such Company (the “Consulting and Servicing Financial Statements”), (iii) UCC has delivered to the Purchaser an unaudited balance sheet of the Company and its Subsidiaries (including the Spin-Off Entities) as of September 30March 31, 2005 as filed with 2006 (the SEC; and (iii“UCC Balance Sheet”) Unaudited consolidated and the related unaudited statements of operations operations, stockholders’ equity and cash flows of the Company (together with the UCC Balance Sheet, the “UCC Interim Reports”) and its Subsidiaries (including iv) each of Consulting Corp. and Servicing LLC have delivered to the Spin-Off EntitiesPurchaser an unaudited balance sheet of such Company as of March 31, 2006 (the “Consulting and Servicing Balance Sheets”) and the related unaudited statements of operations, stockholders’ equity and cash flows of such Company (together with the Consulting and Servicing Balance Sheets, the “Consulting and Servicing Interim Reports”). The UCC Financial Statements, UCC Interim Reports, Consulting and Servicing Financial Statements and Consulting and Servicing Interim Reports are accurate and complete in all material respects and each fairly present the financial position and the results of operations, stockholders’ equity and cash flows of the Company as of the respective dates of, and for the nineperiods referred to in, such UCC Financial Statements and UCC Interim Reports, all in accordance with GAAP, applied consistently through the periods involved, subject, in the case of the UCC Interim Reports, to normal year-month period ended September 30, 2005 as filed with end adjustments (which are not material in the SEC. Subject to aggregate) and the absence of footnotes and year-end audit adjustments are consistent with respect to any unaudited Company Financial Statements which in the aggregate are not or will not be material in amount or effect, the Company Financial Statements have been prepared in accordance with GAAP consistently applied books and present fairly in all material respects the consolidated financial condition of the Company and consolidated results records of the Company’s operations at and for . No financial statements of any other Person are required by GAAP (or under Regulation S-X, assuming it were applicable to the periods presentedCompany) to be included in the financial statements of the Company. (b) Fluent Except as and to the amount disclosed on Schedule 4.5, no Company has delivered to Parent and Merger Subs true and complete copies of the following financial statements (collectivelyany material Liabilities, the “Fluent Financial Statements”): except for (i) Audited consolidated balance sheets those Liabilities accrued or disclosed on the face of Fluent and its Subsidiaries as of the December 31, 2004, 2003 2005 balance sheet in the UCC Financial Statements and 2002, and the related consolidated audited statements of operations, cash flows and stockholders’ equity (deficit) for each of the years then ended, certified by Fluent’s independent public accountants and accompanied by a copy of such auditor’s report; (ii) An unaudited consolidated balance sheet of Fluent and its Subsidiaries as of September 30, 2005; and (iii) Unaudited consolidated statements of operations of Fluent and its Subsidiaries for the nine-month period ended September 30, 2005. Subject to the absence of footnotes and year-end audit adjustments with respect to any unaudited Fluent Financial Statements which in the aggregate are not or will not be material in amount or effect, the Fluent Financial Statements have been prepared in accordance with GAAP consistently applied and present fairly in all material respects the consolidated financial condition of Fluent and consolidated results of Fluent’s operations at and for the periods presented. (c) None of the Selling Companies or any of its Subsidiaries has or is subject to any material Liabilities of any kind, other than those (i) fully reflected in, reserved against or otherwise described in the audited consolidated balance sheets of the Company and its Subsidiaries as of incurred since December 31, 2004 (the “Company Balance Sheet”) or the notes thereto, (ii) fully reflected in, reserved against or otherwise described in the audited consolidated balance sheets of Fluent and its Subsidiaries as of December 31, 2004 (the “Fluent Balance Sheet”) or the notes thereto, (iii) incurred 2005 in the ordinary course of business consistent with past practice practice, which, individually or pursuant to in the transactions contemplated by this Agreementaggregate, or (iv) set forth on Section 5.7(c) of the Selling Companies Disclosure Schedule or as otherwise disclosed are not material in writing to Parentnature. (d) Giving effect to the Spin-Off, except for the Senior Indebtedness, the Subordinated Indebtedness, the Fourth Merger Indebtedness, the Intercompany Payables, capitalized leases included in Indebtedness and any other Indebtedness set forth on Section 5.7(d) of the Selling Companies Disclosure Schedule, none of the Selling Companies or any of its Subsidiaries has or is subject to any Indebtedness, including, without limitation, any intercompany payables between the Selling Companies or their respective Subsidiaries and any Spin-Off Entity or their respective Subsidiaries and any mortgage related Indebtedness.

Financial Statements; No Undisclosed Liabilities; Indebtedness. (a) The Company has delivered to Parent and Merger Subs true and complete copies of Schedule 4.6(a) sets forth the following financial statements (collectively, the “Company Financial Statements”): ) of the Company: (i) Audited consolidated audited balance sheets of the Company and its Subsidiaries (including the Spin-Off Entities) as of December January 31, 20042012 (the “Most Recent Balance Sheet”), 2003 and 2002April 30, 2011, April 30, 2010, and the related consolidated October 6, 2009; (ii) audited statements of operations, cash flows income and change in stockholders’ deficit for each of the years then ended, certified by the Company’s independent public accountants retained earnings and accompanied by a copy of such auditor’s report as filed with the SEC; (ii) An unaudited consolidated balance sheet of the Company and its Subsidiaries (including the Spin-Off Entities) as of September 30, 2005 as filed with the SEC; and (iii) Unaudited consolidated statements of operations and cash flows of the Company and its Subsidiaries (including the Spin-Off Entities) for the nine-month period ended September fiscal year ending April 30, 2005 as filed with 2011 and for the SECperiods from (A) May 1, 2011 through January 31, 2012, (B) October 7, 2009 through April 30, 2010, and (C) May 1, 2009 through October 6, 2009. Subject to the absence of footnotes and year-end audit adjustments with respect to any unaudited Company Financial Statements which in the aggregate are not or will not be material in amount or effect, the Company The Financial Statements have been prepared in accordance with the books and records of the Company and in accordance with GAAP consistently applied on a consistent basis, and all Financial Statements fairly present fairly in all material respects the consolidated financial condition position of the Company Company, and the consolidated results of operations and cash flows of the Company’s operations at , as of the indicated dates and for the periods presentedindicated periods. (b) Fluent has delivered to Parent and Merger Subs true and complete copies of the following financial statements (collectively, the “Fluent Financial Statements”): (i) Audited consolidated balance sheets of Fluent and its Subsidiaries as of December 31, 2004, 2003 and 2002, and the related consolidated audited statements of operations, cash flows and stockholders’ equity (deficit) for each of the years then ended, certified by Fluent’s independent public accountants and accompanied by a copy of such auditor’s report; (ii) An unaudited consolidated balance sheet of Fluent and its Subsidiaries as of September 30, 2005; and (iii) Unaudited consolidated statements of operations of Fluent and its Subsidiaries for the nine-month period ended September 30, 2005. Subject Except to the absence of footnotes and year-end audit adjustments with respect to any unaudited Fluent extent reflected or reserved against in the Financial Statements which in the aggregate are not or will not be material in amount or effect, the Fluent Financial Statements have been prepared in accordance with GAAP consistently applied and present fairly in all material respects the consolidated financial condition of Fluent except for obligations and consolidated results of Fluent’s operations at and for the periods presented. (c) None of the Selling Companies or any of its Subsidiaries has or is subject to any material Liabilities of any kind, other than those (i) fully reflected in, reserved against or otherwise described in the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2004 (the “Company Balance Sheet”) or the notes thereto, (ii) fully reflected in, reserved against or otherwise described in the audited consolidated balance sheets of Fluent and its Subsidiaries as of December 31, 2004 (the “Fluent Balance Sheet”) or the notes thereto, (iii) incurred in the ordinary course of business consistent with past practice since April 30, 2011, the Company has no material Liabilities, of the type required by GAAP to be reflected or pursuant reserved against in the Company’s financial statements. (c) The Company maintains a system of internal accounting controls sufficient to the provide reasonable assurances that: (i) transactions contemplated by this Agreement, are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) set forth on Section 5.7(cthe recorded accounting for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; provided, that Buyer acknowledges that (A) the Company has not implemented any system of “internal control over financial reporting” as defined in the rules promulgated under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and (B) the internal accounting controls have been designed, implemented and maintained in light of the Selling Companies Disclosure Schedule or as otherwise disclosed in writing to ParentCompany’s size, the nature of its operations and the fact that it is not a reporting company under the 1934 Act. (d) Giving effect to The Company has no Indebtedness (other than the Spin-Off, except for the Senior Indebtedness, the Subordinated Indebtedness, the Fourth Merger Indebtedness, the Intercompany Payables, capitalized leases included in Indebtedness and any other Indebtedness set forth on Section 5.7(d) of the Selling Companies Disclosure Schedule, none of the Selling Companies or any of its Subsidiaries has or is subject to any Indebtedness, including, without limitation, any intercompany payables between the Selling Companies or their respective Subsidiaries and any Spin-Off Entity or their respective Subsidiaries and any mortgage related IndebtednessCopier Lease).

Financial Statements; No Undisclosed Liabilities; Indebtedness. (a) The Company has delivered to Parent and Merger Subs Schedule 3.6(a) constitutes true and complete correct copies of the following financial statements (collectively, the “Company Financial Statements”): (i) Audited consolidated balance sheets of the Company and its Subsidiaries (including the Spin-Off Entities) as of December 31, 2004, 2003 and 2002, and the related consolidated audited statements of operations, cash flows and change in stockholders’ deficit for each of the years then ended, certified by the Company’s independent public accountants and accompanied by a copy of such auditor’s report as filed with the SEC; (ii) An unaudited consolidated balance sheet of the Company and its Subsidiaries (including the Spin-Off Entities) as of September 30, 2005 as filed with the SEC; and (iii) Unaudited consolidated statements of operations and cash flows of the Company and its Subsidiaries (including the Spin-Off Entities) for the nine-month period ended September 30, 2005 as filed with the SEC. Subject to the absence of footnotes and year-end audit adjustments with respect to any unaudited Company Financial Statements which in the aggregate are not or will not be material in amount or effect, the Company Financial Statements have been prepared in accordance with GAAP consistently applied and present fairly in all material respects the consolidated financial condition of the Company and consolidated results of the Company’s operations at and for the periods presented. (b) Fluent has delivered to Parent and Merger Subs true and complete copies of the following financial statements (collectively, the “Fluent Financial Statements”): (i) Audited consolidated balance sheets of Fluent and its Subsidiaries as of December 31, 2004, 2003 and 2002, and the related consolidated audited statements of operations, cash flows and stockholders’ equity (deficit) for each of the years then ended, certified by Fluent’s independent public accountants and accompanied by a copy of such auditor’s report; (ii) An unaudited consolidated balance sheet of Fluent and its Subsidiaries as of September 30, 2005; and (iii) Unaudited consolidated statements of operations of Fluent and its Subsidiaries for the nine-month period ended September 30, 2005. Subject to the absence of footnotes and year-end audit adjustments with respect to any unaudited Fluent Financial Statements which in the aggregate are not or will not be material in amount or effect, the Fluent Financial Statements have been prepared in accordance with GAAP consistently applied and present fairly in all material respects the consolidated financial condition of Fluent and consolidated results of Fluent’s operations at and for the periods presented. (c) None of the Selling Companies or any of its Subsidiaries has or is subject to any material Liabilities of any kind, other than those (i) fully reflected in, reserved against or otherwise described in the audited consolidated balance sheets of the Company and its Subsidiaries at September 28, 2001 and September 27, 2002 and the related audited consolidated statements of operations and retained earnings and of cash flows for each of the fiscal years ended September 28, 2001 and September 27, 2002, including the notes, if any, thereto; and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries at July 4, 2003 (the "LATEST BALANCE SHEET"), together with the related unaudited consolidated statements of operations and of cash flows for the nine-month period ended July 4, 2003, including the notes, if any, thereto. The foregoing audited and unaudited financial statements (including the related notes, if any, thereto) are collectively referred to herein as the "COMPANY FINANCIAL STATEMENTS." The Company Financial Statements present fairly, in all material respects, the financial position, results of operations and cash flows of the Company and its Subsidiaries, as applicable, in each case on a consolidated basis as of December 31the respective dates of and for the respective periods reflected in such Company Financial Statements in conformity with GAAP consistently applied except, 2004 with respect to interim statements, for customary year-end adjustments (which individually and in the “aggregate, are not expected to be material to the Company Balance Sheet”Financial Statements). (b) The Company and its Subsidiaries had no liabilities or obligations of any kind, whether absolute, accrued, contingent or otherwise, except for liabilities (i) incurred in the notes theretoOrdinary Course, (ii) fully reflected inon, accrued or reserved against or otherwise described in the audited consolidated balance sheets of Fluent and its Subsidiaries as of December 31, 2004 (the “Fluent Latest Balance Sheet”) or the notes thereto, (iii) incurred disclosed or reflected in the ordinary course of business consistent with past practice or pursuant to the transactions contemplated by this AgreementSchedule 3.6(b), or (iv) set forth arising under contracts listed on Section 5.7(cSchedules 3.11, 3.12.1, 3.12.2 and/or 3.16 or not required to be so listed in accordance with their terms other than the payment of liquidated damages or arising as a result of a default or breach thereof, (v) related to Hazardous Substances or Environmental Laws or Orders relating thereto or (vi) that, individually or in the aggregate do not exceed $500,000. Except as disclosed in Schedule 3.6(b), the Company and its Subsidiaries are not obligated for any off-balance sheet Indebtedness or guarantees. (c) Schedule 3.6(c) constitutes true and correct copies of the Selling Companies Disclosure Schedule or unaudited consolidated balance sheet of the Company and its Subsidiaries at October 3, 2003 and the related unaudited consolidated statements of operations and retained earnings and of cash flows for the fiscal year ended October 3, 2003 (collectively, the "UNAUDITED 2003 FINANCIAL STATEMENTS"). The audited consolidated balance sheet of the Company and its Subsidiaries at October 3, 2003 and the related audited consolidated statements of operations and retained earnings and of cash flows for the fiscal year ended October 3, 2003 will be in all material respects the same as otherwise disclosed the Unaudited 2003 Financial Statements , except that they will contain footnotes and will reflect customary year-end adjustments, which shall not be material in writing to Parentamount. (d) Giving effect to the Spin-Off, except for the Senior Indebtedness, the Subordinated Indebtedness, the Fourth Merger Indebtedness, the Intercompany Payables, capitalized leases included in Indebtedness and any other Indebtedness Except as set forth on Section 5.7(d) Schedule 3.6(d), as of the Selling Companies Disclosure Scheduledate hereof, none of the Selling Companies Company or any of its Subsidiaries has or is subject to any outstanding Indebtedness, includingand none of the Company or any of its Subsidiaries has assumed, without limitationguaranteed, or endorsed the Indebtedness of any intercompany payables between the Selling Companies or their respective Subsidiaries and any Spin-Off Entity or their respective Subsidiaries and any mortgage related Indebtednessother Person.

Financial Statements; No Undisclosed Liabilities; Indebtedness. Section 3.7.1 The Company has made available to Parent (a) The the audited financial statements for the Company has delivered to Parent for the fiscal years ended December 31, 2014, December 31, 2013 and Merger Subs true December 31, 2012 (and complete copies including, as applicable, the notes thereto and the reports of the following financial auditors thereon, the “Audited Financials”), (b) the unaudited consolidated balance sheet of the Company as of September 30, 2015 (the “Interim Balance Sheet”) and (c) the unaudited consolidated statements of income and cash flows of the Company for the nine months ended September 30, 2015 (collectivelytogether with the Interim Balance Sheet, the “Unaudited Financial Statements” and together with the Audited Financials, the “Company Financial Statements”):). (i) Audited consolidated balance sheets Section 3.7.2 Except as set forth on Section 3.7.2-1 of the Company and its Subsidiaries (including the Spin-Off Entities) as of December 31, 2004, 2003 and 2002, and the related consolidated audited statements of operations, cash flows and change in stockholders’ deficit for each of the years then ended, certified by the Company’s independent public accountants and accompanied by a copy of such auditor’s report as filed with the SEC; (ii) An unaudited consolidated balance sheet of the Company and its Subsidiaries (including the Spin-Off Entities) as of September 30, 2005 as filed with the SEC; and (iii) Unaudited consolidated statements of operations and cash flows of the Company and its Subsidiaries (including the Spin-Off Entities) for the nine-month period ended September 30, 2005 as filed with the SEC. Subject to the absence of footnotes and year-end audit adjustments with respect to any unaudited Company Financial Statements which in the aggregate are not or will not be material in amount or effectDisclosure Schedule, the Company Audited Financials and Unaudited Financial Statements have been prepared in accordance with GAAP consistently applied (other than as a result of changes required by GAAP) throughout the periods covered by such Audited Financials and Unaudited Financial Statements, respectively, and (c) present fairly fairly, in all material respects respects, the consolidated financial condition position of the Company as of such dates and consolidated the results of the Company’s operations at and cash flows for the respective periods presented. (b) Fluent has delivered to Parent and Merger Subs true and complete copies of the following financial statements (collectively, the “Fluent Financial Statements”): (i) Audited consolidated balance sheets of Fluent and its Subsidiaries as of December 31, 2004, 2003 and 2002, and the related consolidated audited statements of operations, cash flows and stockholders’ equity (deficit) for each of the years then ended, certified by Fluent’s independent public accountants as applicable, in conformity with GAAP, except, in the case of the Unaudited Financial Statements, for normal and accompanied by a copy of such auditor’s report; (ii) An unaudited consolidated balance sheet of Fluent and its Subsidiaries as of September 30, 2005; and (iii) Unaudited consolidated statements of operations of Fluent and its Subsidiaries for the nine-month period ended September 30, 2005. Subject to the absence of footnotes and recurring year-end audit adjustments and the inclusion of footnote disclosures, none of which, individually or in the aggregate, are material. Section 3.7.3 As of the date hereof, except as set forth on Section 3.7.3 of the Company Disclosure Schedule, the Company does not have any Liabilities which are, individually or in the aggregate, material to the Company, except: (a) liabilities reflected or reserved against in the Audited Financials and Unaudited Financial Statements and (b) trade payables, accrued expenses and future performance obligations under Contracts which have arisen after the date of the Interim Balance Sheet in the Ordinary Course of Business and with respect to (a) and (b) none which results from, arises out of, relates to or was caused by any breach of contract, breach of warranty, tort, infringement or violation of Law. Section 3.7.4 The Company maintains a system of internal accounting controls sufficient in all material respects to provide reasonable assurance that (i) transactions are executed with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformance with GAAP and to maintain accountability for assets; (iii) access to the Company’s assets is permitted only in accordance with management’s authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any unaudited Fluent Financial Statements which in the aggregate are differences. The Company is not or will not be material in amount or effect, the Fluent Financial Statements have been prepared in accordance with GAAP consistently applied and present fairly in all material respects the consolidated financial condition of Fluent and consolidated results of Fluent’s operations at and for the periods presented. (c) None of the Selling Companies or any of its Subsidiaries has or is subject party to any material Liabilities of any kind, other than those (i) fully reflected in, reserved against or otherwise described involved in any “off-balance sheet arrangements” (as defined in Item 303 of Regulation S-K under the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2004 (the “Company Balance Sheet”) or the notes thereto, (ii) fully reflected in, reserved against or otherwise described in the audited consolidated balance sheets of Fluent and its Subsidiaries as of December 31, 2004 (the “Fluent Balance Sheet”) or the notes thereto, (iii) incurred in the ordinary course of business consistent with past practice or pursuant to the transactions contemplated by this Agreement, or (iv) set forth on Section 5.7(c) of the Selling Companies Disclosure Schedule or as otherwise disclosed in writing to ParentSecurities Act). (d) Giving effect to the Spin-Off, except for the Senior Indebtedness, the Subordinated Indebtedness, the Fourth Merger Indebtedness, the Intercompany Payables, capitalized leases included in Indebtedness and any other Indebtedness set forth on Section 5.7(d) of the Selling Companies Disclosure Schedule, none of the Selling Companies or any of its Subsidiaries has or is subject to any Indebtedness, including, without limitation, any intercompany payables between the Selling Companies or their respective Subsidiaries and any Spin-Off Entity or their respective Subsidiaries and any mortgage related Indebtedness.

Financial Statements; No Undisclosed Liabilities; Indebtedness. (a) The Company has delivered to Parent and Merger Subs true and complete copies of the following financial statements (collectively, the “"Company Financial Statements”"): (i) Audited consolidated balance sheets of the Company and its Subsidiaries (including the Spin-Off Entities) as of December 31, 2004, 2003 and 2002, and the related consolidated audited statements of operations, cash flows and change in stockholders’ ' deficit for each of the years then ended, certified by the Company’s 's independent public accountants and accompanied by a copy of such auditor’s 's report as filed with the SEC; (ii) An unaudited consolidated balance sheet of the Company and its Subsidiaries (including the Spin-Off Entities) as of September 30, 2005 as filed with the SEC; and (iii) Unaudited consolidated statements of operations and cash flows of the Company and its Subsidiaries (including the Spin-Off Entities) for the nine-month period ended September 30, 2005 as filed with the SEC. Subject to the absence of footnotes and year-end audit adjustments with respect to any unaudited Company Financial Statements which in the aggregate are not or will not be material in amount or effect, the Company Financial Statements have been prepared in accordance with GAAP consistently applied and present fairly in all material respects the consolidated financial condition of the Company and consolidated results of the Company’s 's operations at and for the periods presented. (b) Fluent has delivered to Parent and Merger Subs true and complete copies of the following financial statements (collectively, the “"Fluent Financial Statements”"): (i) Audited consolidated balance sheets of Fluent and its Subsidiaries as of December 31, 2004, 2003 and 2002, and the related consolidated audited statements of operations, cash flows and stockholders’ ' equity (deficit) for each of the years then ended, certified by Fluent’s 's independent public accountants and accompanied by a copy of such auditor’s 's report; (ii) An unaudited consolidated balance sheet of Fluent and its Subsidiaries as of September 30, 2005; and (iii) Unaudited consolidated statements of operations of Fluent and its Subsidiaries for the nine-month period ended September 30, 2005. Subject to the absence of footnotes and year-end audit adjustments with respect to any unaudited Fluent Financial Statements which in the aggregate are not or will not be material in amount or effect, the Fluent Financial Statements have been prepared in accordance with GAAP consistently applied and present fairly in all material respects the consolidated financial condition of Fluent and consolidated results of Fluent’s 's operations at and for the periods presented. (c) None of the Selling Companies or any of its Subsidiaries has or is subject to any material Liabilities of any kind, other than those (i) fully reflected in, reserved against or otherwise described in the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2004 (the “"Company Balance Sheet”") or the notes thereto, (ii) fully reflected in, reserved against or otherwise described in the audited consolidated balance sheets of Fluent and its Subsidiaries as of December 31, 2004 (the “"Fluent Balance Sheet”") or the notes thereto, (iii) incurred in the ordinary course of business consistent with past practice or pursuant to the transactions contemplated by this Agreement, or (iv) set forth on Section 5.7(c) of the Selling Companies Disclosure Schedule or as otherwise disclosed in writing to Parent. (d) Giving effect to the Spin-Off, except for the Senior Indebtedness, the Subordinated Indebtedness, the Fourth Merger Indebtedness, the Intercompany Payables, capitalized leases included in Indebtedness and any other Indebtedness set forth on Section 5.7(d) of the Selling Companies Disclosure Schedule, none of the Selling Companies or any of its Subsidiaries has or is subject to any Indebtedness, including, without limitation, any intercompany payables between the Selling Companies or their respective Subsidiaries and any Spin-Off Entity or their respective Subsidiaries and any mortgage related Indebtedness.