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

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of the audited balance sheet of the Company as at December 31, 2015 and December 31, 2014, and the related audited statements of income, cash flow, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditor (collectively referred to as the “Financial Statements”) and the unaudited balance sheet of the Company as at May 31, 2016, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), are attached hereto as Section 3.7(a) of the Disclosure Schedule. Each of the Financial Statements and the Interim Financial Statements (i) are correct and complete in all material respects and have been prepared in accordance with the books and records of the Company, (ii) have been prepared in accordance with the Accounting Principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto, and further except for the Interim Financial Statements) and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. (b) Except as and to the extent adequately accrued or reserved against in the audited balance sheet of the Company as at December 31, 2015 (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”), the Company has no liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for liabilities and obligations (i) set forth in the Interim Financial Statements, (ii) incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet that are not, individually or in the aggregate, material to the Company or (iii) which individually do not exceed NOK 20,000 and, in the aggregate, do not exceed NOK 250,000.

Financial Statements; No Undisclosed Liabilities. (a) True and complete The Sellers have delivered to Purchaser copies of (A) the audited balance sheet consolidated statement of assets, liabilities and stockholder’s equity, the Company consolidated statement of revenues and expenses, the consolidate statement of stockholders’ equity, the consolidated statement of cash flows, and the notes to consolidated financial statements of Holding, Xxxxx Operating and Xxxxx Petroleum as at of December 31, 2015 and December 31, 2014, and the related audited statements of income, cash flow, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto2006, accompanied by the reports report thereon of the Company’s independent auditor Xxxxx, Xxxxxx & Co., P.C., Certified Public Accountants (collectively referred to as the “Financial Statements”) and the unaudited balance sheet of the Company as at May 31, 2016, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Xxxxx 2006 Financial Statements”), are attached hereto as Section 3.7(a(B) of the Disclosure Schedule. Each of the Financial Statements and the Interim Financial Statements (i) are correct and complete in all material respects and have been prepared in accordance with the books and records of the Company, (ii) have been prepared in accordance with the Accounting Principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto, and further except for the Interim Financial Statements) and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. (b) Except as and to the extent adequately accrued or reserved against in the audited unaudited consolidated balance sheet of Holding, Xxxxx Operating and Xxxxx Petroleum as of December 31, 2007, together with the Company related unaudited consolidated statements of income for the year ended December 31, 2007 (“Xxxxx 2007 Financial Statements”), (C) the audited consolidated statement of assets, liabilities and partners’ capital, the consolidated statement of revenues and expenses, the consolidated statement of partners’ capital, the consolidated statement of cash flows, and the notes to consolidated financial statements of Energy and Quail Ranch as of December 31, 2006, accompanied by the report thereon of Xxxxx, Xxxxxx & Co., P.C., Certified Public Accountants (“Other 2006 Financial Statements”), (D) the unaudited balance sheets of Energy and Quail Ranch at December 31, 2015 2007 together with the unaudited statement of income for the year ended December 31, 2007 (such the “Other 2007 Financial Statements”), (E) the unaudited balance sheetsheets of Aguasal, Aguasal Management and Aguasal LP as of December 31, 2006, together with all the related notes and schedules theretostatements of income for the year ended December 31, 2006, the unaudited balance sheets of Aguasal, Aguasal Management and Aguasal LP as of December 31, 2007, together with the unaudited statements of income for the year ended December 31, 2007 (the “Balance SheetAguasal Financial Statements”), and (F) the unaudited cash basis consolidated balance sheets of Holding, Xxxxx Operating and Xxxxx Petroleum, Energy, and Quail Ranch, and the unaudited consolidating balance sheets of Aguasal, Aguasal Management and Aguasal LP as of April 30, 2008 (“Interim Balance Sheets”). Items (A) through (F) in this Section 3.1(j) collectively are referred to herein as the “Company has Financial Statements.” The Company Financial Statements are all prepared on an income tax basis, not GAAP. Except as set forth in Schedule 3.1(j), as of the date of this Agreement, there is no liability or obligation of any naturekind, whether accrued, absolute, fixed, contingent or otherwise, whether known of any Company other than (W) liabilities adequately reflected or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for liabilities and obligations (i) set forth reserved against in the Interim Financial StatementsBalance Sheets, (iiX) liabilities incurred in the ordinary course of business consistent with past practice since April 30, 2008, (Y) any such liabilities which would not be required to be presented in financial statements or the date notes thereto prepared in conformity with financial statements prepared on an income tax basis, in a manner consistent with past practice, in the preparation of the Balance Sheet that are notCompany Financial Statements and which, individually or in the aggregateaggregate would not reasonably be expected to have a material adverse effect on the any Company, material to the Company or (iiiZ) which individually do not exceed NOK 20,000 andliabilities otherwise disclosed on Schedule 3.1(j) or expressly permitted by this Agreement. The Company Financial Statements, including the notes thereto, were prepared on an income tax basis, applied on a consistent basis throughout the periods covered thereby and the Xxxxx 2006 Financial Statements and the Other 2006 Financial Statements fairly present the financial position of the Companies covered thereby at the dates thereof and the results of the operations of the Companies covered thereby for the periods indicated in the aggregate, do not exceed NOK 250,000accordance with income tax basis accounting.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of the audited unaudited consolidated balance sheet of the Company Business (including EMS Brazil on a consolidated basis) as at December 31September 30, 2015 and December 31, 20142006 (the “Balance Sheet”), and the related audited unaudited consolidated statements of income, results of operations and cash flow, retained earnings, shareholders’ equity and changes in financial position flows of the CompanyBusiness (including EMS Brazil on a consolidated basis) for the nine-month period ending September 30, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditor (collectively referred to as the “Financial Statements”) and the unaudited balance sheet of the Company as at May 31, 2016, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company2006, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), ) are attached hereto as Section 3.7(aSchedule 3.5(a) of the Disclosure ScheduleSchedules. Each of the Financial Statements and the Interim The Financial Statements (i) are correct and complete in all material respects and have been prepared in accordance with based on the books and records of the Company, Seller and EMS Brazil pertaining to the Business; (ii) have been prepared in accordance with the Accounting Principles GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto, and further except for the Interim Financial Statements) indicated; and (iii) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Company Business (including EMS Brazil on a consolidated basis) as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, subject to normal and recurring year-end audit adjustments and the absence of notes, in each case, that will not, individually or in the aggregate, be material. (b) Except as True and to complete copies of (i) the extent adequately accrued or reserved against in the audited unaudited consolidated balance sheet of the Company EMS Brazil as at of December 31, 2015 2005 (such balance sheetthe “EMS Brazil Balance Sheet”), and the related unaudited consolidated statements of results of operations and cash flows of EMS Brazil for the fiscal year ended December 31, 2005, together with all related notes and schedules thereto, and (ii) the unaudited consolidated balance sheet of EMS Brazil as of September 30, 2006 (the “EMS Brazil Unaudited Balance Sheet”), and the Company has related unaudited consolidated results of operations and cash flows for the nine-month period ended September 30, 2006, are attached as Schedule 3.5(b) of the Disclosure Schedules (collectively referred to as the “EMS Brazil Financial Statements”). The EMS Brazil Financial Statements (x) have been prepared based on the books and records of EMS Brazil; (y) have been prepared on a consistent basis throughout the periods indicated; and (z) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of EMS Brazil as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject to normal and recurring year-end audit adjustments and the absence of notes, in each case, that will not, individually or in the aggregate, be material. (c) Insofar as is Known to the Seller, there are no liability debts, liabilities, obligations, or obligation of any naturecommitments, whether accruedaccrued or fixed, absoluteabsolute or contingent, contingent matured or otherwiseunmatured or determined or determinable, whether known or unknown and whether or not of the Business of a nature required by the Accounting Principles to be reflected in on a balance sheet of the Company or disclosed prepared in the notes theretoaccordance with GAAP, except for liabilities other than any such debts, liabilities, obligations and obligations commitments (i) set forth in reflected or reserved against on the Interim Financial Statements and on the EMS Brazil Financial Statements, (ii) incurred since the date of the Balance Sheet in the ordinary course of business consistent with past practice since the date of the Balance Sheet practice, or (iii) that are would not, individually or in the aggregate, material reasonably be expected to have a Material Adverse Effect. (d) There are no debts, liabilities, obligations or commitments, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of EMS Brazil, other than any such debts, liabilities, obligations and commitments (i) reflected or reserved against on the Company EMS Brazil Unaudited Balance Sheet or (iiiii) which individually do not exceed NOK 20,000 and, incurred since the date of the EMS Brazil Unaudited Balance Sheet in the aggregate, do not exceed NOK 250,000ordinary course of business consistent with past practice.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of the The audited consolidated balance sheet of the Company and the Subsidiaries as at of December 31, 2015 2013 and December 31, 2014, and the related audited consolidated statements of income, income and cash flow, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditor (collectively referred to as the “Financial Statements”) and the unaudited balance sheet flows of the Company as at May and the Subsidiaries for the years ended December 31, 2016, 2013 and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), are attached hereto as Section 3.7(a) of the Disclosure Schedule. Each of the Financial Statements and the Interim Financial Statements (i) are correct and complete in all material respects and have been 2014 were prepared in accordance conformity with the books and records of the Company, (ii) have been prepared in accordance with the Accounting Principles GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), and further except for fairly present the Interim Financial Statements) consolidated financial position of the Company and (iii) fairly presentthe Subsidiaries as of December 31, in all material respects2013 and 2014, the financial position, and their consolidated results of operations and cash flows for the fiscal years then ended. True, correct and complete copies of such financial statements have been made available to Purchaser. (b) The balance sheet and the related unaudited consolidated statements of income of the Company as at and the respective dates thereof and Subsidiaries for the respective periods indicated four-months ended April 30, 2015 (the “Balance Sheet Date”), true, correct and complete copies of which are attached to Schedule 3.5(b) (the “Balance Sheet”), were prepared from the books and records of the Company and the Subsidiaries in conformity with GAAP applied on a consistent basis throughout the period indicated, and fairly present the consolidated financial position of the Company and the Subsidiaries as of the Balance Sheet Date and their consolidated results of operations for the period referred to therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, subject to normal and recurring year-end adjustments (which are not, in the aggregate, reasonably expected to be material) and the absence of notes otherwise required by GAAP. (c) The Company and the Subsidiaries maintain a system of internal accounting controls which are in all material respects effective in providing reasonable assurance that (i) records are maintained in reasonable detail that fairly reflect the transactions and dispositions of the assets of the Company and the Subsidiaries, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (iii) transactions are executed and expenditures of the Company and the Subsidiaries are being made only in accordance with appropriate general or specific authorizations of management, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals, and appropriate action is taken with respect to any differences. Notwithstanding the foregoing, Purchaser acknowledges that (x) Xxx provides an accounting control environment compliant with the Xxxxxxxx-Xxxxx Act of 2002, an (y) as of the Closing, the Company and the Subsidiaries will notno longer operate in such an environment, except to the extent provided by Purchaser. None of the Company or any Subsidiary has entered into any off-balance sheet transactions, arrangements or has any obligations (including contingent obligations) or other material relationships with unconsolidated entities or other Persons. (d) There are no liabilities obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise, of the Company or any Subsidiary of any kind, other than (i) liabilities adequately reflected in or reserved against in the Balance Sheet, (ii) liabilities not required under GAAP to be shown on the Balance Sheet for reasons other than the contingent nature thereof or the difficulty of determining the amount thereof; (iii) liabilities disclosed in Schedule 3.5(d); and (iv) liabilities incurred in the ordinary course of business since the Balance Sheet Date which, individually or in the aggregate, are not reasonably likely to be materialmaterial to the Company or any Subsidiary. (be) Except as and to Since the extent adequately accrued or reserved against in the audited balance sheet of the Company as at December 31Balance Sheet Date, 2015 (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”), the Company has no liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for liabilities and obligations (i) set forth in the Interim Financial Statements, (ii) incurred Business has been operated in the ordinary course of business consistent with past practice since practices, (ii) none of the Company or the Subsidiaries have taken or omitted to take any action which, had such action or omission occurred after the date of this Agreement, would have violated the Balance Sheet that are notcovenants in Section 5.3, and (iii) there has not been any event, occurrence or development which, individually or in the aggregate, material has had or would reasonably be expected to the Company or (iii) which individually do not exceed NOK 20,000 and, in the aggregate, do not exceed NOK 250,000have a Material Adverse Effect.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies The audited consolidated balance sheets of the audited balance sheet Target Companies as of the Company as at December March 31, 2015 and December 2023 (the “Latest Balance Sheet”), March 31, 20142022 and March 31, 2021 and the related audited consolidated statements of incomeoperations for the fiscal periods ended March 31, cash flow2023 and March 31, retained earnings2022 (together, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditor (collectively referred to as the “Audited Financial Statements”) and the unaudited balance sheet of the Company as at May 31, 2016have been delivered to SPAC. (b) The Audited Financial Statements have been, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), are attached hereto as Section 3.7(a) of the Disclosure Schedule. Each of the PCAOB Financial Statements and the Interim Financial Statements (i) are correct and complete in all material respects and have been prepared in accordance with will be, when delivered to SPAC, derived from the books and records of the CompanyTarget Companies. The Audited Financial Statements have been, (ii) have been and the PCAOB Financial Statements will be, when delivered to SPAC, prepared in all material respects in accordance with the Accounting Principles IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes theretotherein, and further except for the Interim Audited Financial Statements) Statements fairly presents and (iii) the PCAOB Financial Statements will, when delivered to SPAC, fairly present, in all material respects, the combined assets, liabilities, and financial position, results condition as of operations and cash flows of the Company as at the respective dates thereof and the operating results of the Target Companies for the respective periods indicated thereincovered thereby, except as otherwise noted therein and subjectsubject to normal, in the case of the Interim Financial Statements, to normal and recurring year-end audit adjustments that (none of which will not, individually or in the aggregate, be material) and the absence of footnotes and other presentation items. (bc) Except as and The Target Companies have no material Liabilities that are required to the extent adequately accrued be disclosed on a balance sheet in accordance with IFRS, other than (i) Liabilities set forth in or reserved against in the audited balance sheet of the Company as at December 31, 2015 (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”), the Company has no liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for liabilities and obligations (i) set forth in the Interim Audited Financial Statements, ; (ii) incurred in the ordinary course of business consistent with past practice since Liabilities which have arisen after the date of the Latest Balance Sheet that are not, individually or in the aggregateOrdinary Course of Business (none of which results from, material to the Company arises out of, or was caused by any breach of warranty, breach of Contract or infringement or violation of Law); or (iii) which individually do Liabilities arising under this Agreement, the Ancillary Agreements and/or the performance by Target of its obligations hereunder or thereunder or incurred in connection with the transactions contemplated by this Agreement, including the Parent Transaction Expenses. (d) Target has no outstanding indebtedness. (e) Target does not exceed NOK 20,000 and, in maintain any “off-balance sheet arrangement” within the aggregate, do not exceed NOK 250,000meaning of Item 303 of Regulation S-K of the Securities and Exchange Commission.

Financial Statements; No Undisclosed Liabilities. (ai) True and complete copies of the audited balance sheet of the Company as at December 31, 2015 and December 31, 2014, and the related audited statements of income, cash flow, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditor (collectively referred to as the “Financial Statements”Schedule 4.02(u)(i) and sets forth the unaudited balance sheet of the Company as at May 31of June 30, 2016, 2012 and the related unaudited statements of income, retained earnings, shareholders’ equity operations and changes in financial position of cash CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. flows for the Company, together with all related notes and schedules thereto six (collectively referred to as 6) month period then ended (the “Interim Financial Statements”), are attached hereto as Section 3.7(a) and the audited balance sheets of the Disclosure Schedule. Each Company as of the Financial Statements December 31 as of each of 2010 and the Interim Financial Statements 2011 (i) are correct and complete in all material respects and have been prepared in accordance together with the books and records of the Company, (ii) have been prepared in accordance with the Accounting Principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto, and further except for the Interim Financial Statements) and (iii) , the “Financial Statements”), fairly present, in all material respects, the financial position, results of operations and cash flows of the Company as at of the respective dates thereof and or for the respective periods indicated set forth therein, all in conformity with GAAP consistently applied except as otherwise noted therein therein, subject to any adjustments that may result from an audit thereon that have not been and subjectwill not be material in amount, and in the case of the Interim Financial Statements, Statements subject to normal and recurring year-end adjustments that have not been and will not, individually or not be material in amount. True and correct copies of the aggregate, be materialFinancial Statements delivered to either Seller by the Company have been made available to Purchaser. (bii) Except as and to the extent adequately accrued disclosed in Schedule 4.02(u)(ii), or reserved against included in the audited balance sheet of the Company as at December 31, 2015 (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”)Financial Statements, the Company has no liability or obligation of any nature, whether accrued, absoluteLiabilities, contingent or otherwise, whether known or unknown and whether or other than Liabilities which would not be required by the Accounting Principles under GAAP to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for liabilities and obligations (i) set forth in the Interim Financial Statements, (ii) incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet that are not, individually or in the aggregate, material to the Company or (iii) which individually do not exceed NOK 20,000 and, in the aggregate, do not exceed NOK 250,000.

Financial Statements; No Undisclosed Liabilities. Absence of Changes. (a) True and complete copies of the audited balance sheet of the Company as at December 31, 2015 and December 31, 2014, and the related audited Each Parent has provided to each other Parent (or has otherwise given each other Parent access to) consolidated unaudited financial statements of incomesuch Contributed Subsidiaries, cash flowincluding their consolidated balance sheets as of November 25, retained earnings2012 (in the case of Oracle) or as of November 30, shareholders’ equity 2012 (in the case of Watson and changes in financial position of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditor (collectively referred to as the “Financial Statements”Xxxx) and the unaudited balance sheet of the Company as at May 31, 2016, and the related consolidated statements of income, retained earnings, shareholders’ equity and changes in financial position of income for the Company, together with all related notes and schedules thereto 6-month period then ended (collectively referred to as the “Interim Financial Statements”). (b) Each Parent has provided to each other Parent (or has otherwise given each other Parent access to) consolidated unaudited financial statements of such Contributed Subsidiaries, are attached hereto including the combined balance sheets and the combined statements of income as Section 3.7(a) of and for each of the Disclosure Schedule. Each of three completed fiscal years ending in May 2010, May 2011 and May 2012 (the “Annual Financial Statements Statements,” and together with the Interim Financial Statements, the “Financial Statements”). (c) Such Financial Statements (i) are correct were derived from the books and complete in all material respects and records of such Parent’s Group, have been prepared in accordance with GAAP and present fairly in all material respects the books financial position and records results of operations of the CompanyBusiness of the Contributed Subsidiaries as at the dates and for the periods - 17 - presented (subject to normal and recurring adjustments, which are not material, individually or in the aggregate). (d) Since the end of the fiscal year ending in May 2012, except as and to the extent set forth in such Financial Statements, there have been no Liabilities incurred by the Business of such Contributed Subsidiaries that would be required to be reflected on a balance sheet or in the notes thereto prepared in accordance with GAAP, except for (i) Liabilities incurred since the end of the most recently completed fiscal year of such Parent in the Ordinary Course of Business, (ii) have been prepared in accordance with the Accounting Principles applied on a consistent basis throughout the periods indicated (except as may Liabilities that would not reasonably be indicated in the notes thereto, and further except for the Interim Financial Statements) and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, expected to normal and recurring year-end adjustments that will notbe, individually or in the aggregate, be materialmaterially adverse to such Contributed Subsidiary’s Business, or (iii) employee related Liabilities addressed in the Employee Matters Agreement. (be) Except as and to required or expressly permitted by this Agreement, since the extent adequately accrued or reserved against in the audited balance sheet end of the Company as at December 31fiscal year ending in May 2012, 2015 (such balance sheetno event, together with all related notes and schedules thereto, the “Balance Sheet”), the Company occurrence or condition has no liability occurred which has been or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles would reasonably be expected to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for liabilities and obligations (i) set forth in the Interim Financial Statements, (ii) incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet that are notbe, individually or in the aggregate, material materially adverse to the Company or (iii) which individually do not exceed NOK 20,000 and, in the aggregate, do not exceed NOK 250,000Business of such Contributed Subsidiaries.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of The Sellers have delivered to the audited balance sheet of the Company as at December 31, 2015 and December 31, 2014, and the related audited statements of income, cash flow, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditor (collectively referred to as the “Financial Statements”) and the Buyers an unaudited balance sheet of the Company as at May dated December 31, 2016, 2005 and the related statements of incomeoperations and cash flows for the an one (1) year period then ended, retained earningswith all footnotes thereto, shareholders’ equity and changes in financial position of certified by the Company, together with all related notes and schedules thereto 's chief financial officer (collectively referred to as the “Interim "Financial Statements”"), a copy of which are attached hereto incorporated herein as Section 3.7(aSCHEDULE 5.5. (b) of the Disclosure Schedule. Each of the Financial Statements and the Interim The Financial Statements (iA) have been prepared in accordance with Brazilian GAAP applied consistently during the periods covered thereby; (B) are complete and correct and complete in all material respects and have been present fairly the financial condition of the Company at the dates of said Financial Statements and the results of its operations and cash flows for the periods covered thereby; (C) were prepared in accordance with the books and records of the Company; (D) present fairly the revenues, (ii) have been prepared in accordance with the Accounting Principles applied on a consistent basis throughout direct operating expenses actually incurred during the periods indicated covered thereby and the cash position, borrowings, customer advances, inventories, accounts receivable and accounts payable actually held or incurred as of the relevant dates thereof; and (except as may be indicated in E) do not contain any items of special or nonrecurring income. (c) Since the notes thereto, and further except for date of the Interim Financial Statements) and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. (b) Except as and to the extent adequately accrued or reserved against in the audited balance sheet of the Company as at December 31, 2015 (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”), the Company has had no liability material liabilities or obligation obligations of any nature, whether accrued, absolute, direct, contingent or otherwise, except liabilities or obligations stated or adequately reserved against on the Financial Statements or reflected in SCHEDULE 5.5. For purposes of this Section 5.5 an amount shall conclusively be deemed "material" if it is greater than or equal to three thousand United States dollars (US$ 3,000.00). The Company has no additional liabilities of any nature (whether known fixed or unknown and whether or contingent) not required by the Accounting Principles to be disclosed under Brazilian accounting principles in an aggregate amount greater than three thousand United States dollars (US$ 3,000.00). The reserves and provisions reflected in a balance sheet the Financial Statements are, as of the Company date thereof and hereof, adequate, appropriate and reasonable and have been calculated in a consistent manner. No reserves or disclosed provisions in addition to those reflected in the notes thereto, except for liabilities and obligations (i) set forth in the Interim Financial Statements, (ii) incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet that Statements are not, individually currently required or in the aggregate, material to the Company or (iii) which individually do not exceed NOK 20,000 and, in the aggregate, do not exceed NOK 250,000appropriate.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies Set forth in Section 4.5 of the Sellers Disclosure Schedule are (a) the audited consolidated balance sheet of the Company Business as at of December 31, 2015 2013 (the “Balance Sheet Date”) and as of December 31, 2014, and the related audited statements of income, cash flow, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditor (collectively referred to as the “Financial Statements”) and the unaudited balance sheet of the Company as at May 31, 20162012, and the related statements of incomeincome and cash flows for the fiscal years ended on December 31, retained earnings2013 and December 31, shareholders’ equity 2012 and changes (b) the unaudited consolidated balance sheet as of September 30, 2014 (the “Interim Balance Sheet Date”) and the related statements of income and cash flows for the 9-month fiscal period ended on such date (collectively, the “Financial Statements”). The Financial Statements have been prepared from the Books and Records and fairly present in all material respects the financial position of the Company, together with all related notes and schedules thereto (collectively referred to Business as the “Interim Financial Statements”), are attached hereto as Section 3.7(a) of the Disclosure Schedule. Each of the Financial Statements indicated dates and the Interim Financial Statements (i) are correct and complete in all material respects and have been prepared in accordance with the books and records of the Company, (ii) have been prepared in accordance with the Accounting Principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto, and further except for the Interim Financial Statements) and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company as at the respective dates thereof and Business for the respective specified periods indicated therein, except as otherwise noted therein and subjectin accordance with GAAP subject to, in the case of Financial Statements referred to in the Interim Financial Statementsimmediately preceding clause (b), to normal and recurring yearperiod-end audit adjustments that will not, individually or in and the aggregate, be materialabsence of notes. (b) Except as and The Business does not have any Liabilities of any nature that are required to be set forth on the extent adequately accrued or reserved against in the face of an audited consolidated balance sheet of the Company as at December 31, 2015 (such balance sheet, together excluding any note disclosure) prepared in accordance with all related notes and schedules thereto, the “Balance Sheet”), the Company has no liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet of the Company or disclosed in the notes theretoGAAP, except for liabilities and obligations Liabilities (i) set forth in reflected on the Interim Financial Statements, (ii) incurred in the ordinary course of business consistent with past practice since the date of the Interim Balance Sheet Date or which would be included in Estimated Working Capital, (iii) that are notwould not reasonably be expected to be, individually or in the aggregate, material to the Company Business or (iiiiv) which individually do not exceed NOK 20,000 and, incurred in connection with the aggregate, do not exceed NOK 250,000transactions contemplated hereby.

Financial Statements; No Undisclosed Liabilities. (a) True and complete The Company has delivered to Buyer copies of (i) the audited consolidated balance sheet sheets of the Company (other than Premier) as at of December 31, 2015 2010 and December 31, 2014, 2011 and the related audited consolidated statements of income, cash flow, retained earnings, shareholdersflows and statements of stockholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, accompanied by Company for the reports thereon of the Company’s independent auditor years then ended (collectively referred to as the “Audited Financial Statements”), (ii) and the unaudited compiled balance sheet of the Company Premier as at May of December 31, 20162010, and the related statements of income, retained earningsstatements of stockholders’ equity, shareholders’ equity and changes in financial position of cash flows for the Companyfiscal year then ended, together with all the notes thereto and the report thereon, and the compiled balance sheet of Premier as of December 31, 2011, and the related notes statements of income and schedules thereto cash flows of Premier for the twelve-month period then ended (collectively referred to as the “Interim Premier Financial Statements”), are attached hereto as Section 3.7(aand (iii) the unaudited consolidated balance sheet of the Disclosure ScheduleCompany as of April 30, 2012, and the related consolidated statements of income and cash flows of the Company for the four month period then ended (the “Unaudited Financial Statements”) (such Audited Financial Statements, Premier Financial Statements, and Unaudited Financial Statements, including the related notes and schedules thereto, are referred to herein as the “Financial Statements”). Each Except as set forth in Schedule 3.7, each of the Financial Statements is complete and the Interim Financial Statements (i) are correct and complete in all material respects and have respects, has been prepared in accordance with the books GAAP consistently applied and records of the Company, (ii) have been prepared in accordance with the Accounting Principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto, and further except for the Interim Financial Statements) and (iii) presents fairly present, in all material respects, respects the consolidated financial position, results of operations and cash flows of the Company Company, or Premier, as at applicable, as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein subject to normal year-end adjustments and subject, the absence of complete notes in the case of the Interim Unaudited Financial Statements. For the purposes hereof, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. (b) Except as and to the extent adequately accrued or reserved against in the audited consolidated balance sheet of the Company as at of December 31, 2015 (such balance sheet, together with all related notes and schedules thereto, 2011 is referred to as the “Balance Sheet” and December 31, 2011 is referred to as the “Balance Sheet Date.”) (b) To the knowledge of Sellers, neither the Company nor any Subsidiary has no liability any Indebtedness or obligation Liabilities of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not the nature required by the Accounting Principles to be reflected disclosed in a balance sheet of the Company or disclosed prepared in the notes thereto, except for liabilities and obligations accordance with GAAP other than those (i) set forth specifically reflected on and fully reserved against in the Interim Financial StatementsBalance Sheet, (ii) incurred in the ordinary course Ordinary Course of business consistent with past practice Business since the date of the Balance Sheet that are not, individually or in the aggregate, material to the Company Date or (iii) which individually do not exceed NOK 20,000 and, in that are immaterial to the aggregate, do not exceed NOK 250,000Company and the Subsidiaries.

Financial Statements; No Undisclosed Liabilities. (a) True Medeor has made available to the Company true, complete and complete correct copies of the audited Medeor’s (i) unaudited consolidated balance sheet sheets as of the Company as at December 31June 30, 2015 2013 and December 31June 30, 20142012, and the related audited unaudited consolidated statements of incomeincome and cash flows for the years ended June 30, cash flow, retained earnings, shareholders’ equity 2012 and changes in financial position of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditor 2013 (collectively referred to as the “Medeor Annual Financial Statements”) and the (ii) an unaudited consolidated balance sheet of Medeor (the Company “Medeor Balance Sheet”) as at May 31of September 30, 2016, 2013 (the “Medeor Balance Sheet Date”) and the related unaudited consolidated statements of income, retained earnings, shareholders’ equity income and changes in financial position of cash flows for the Company, three-month period then ended (together with all related notes the Medeor Balance Sheet, the “Medeor Interim Financial Information”). The Medeor Interim Financial Information and schedules thereto (the Medeor Annual Financial Statements are collectively referred to herein as the “Interim Medeor Financial Statements”), are attached hereto as Section 3.7(a) of the Disclosure Schedule. Each of the .” The Medeor Financial Statements and the Interim Financial Statements (i) are correct and complete in all material respects and have been prepared from, and in accordance with with, the information contained in the books and records of the CompanyMedeor, (ii) which have been prepared regularly kept and maintained in accordance with the Accounting Principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto, Medeor’s normal and further except for the Interim Financial Statements) customary practices and (iii) applicable accounting practices and fairly present, in all material respects, the financial position, condition of Medeor as of the dates thereof and results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated referred to therein, and have been prepared in accordance with GAAP, consistently applied throughout the periods indicated, except (a) as otherwise noted stated therein and subject, in the case of the Interim Financial Statements, to (b) for such normal and recurring year-end adjustments that adjustment (which will not, individually or in the aggregate, not be material); and (c) the absence of notes as required by GAAP. (b) Except as and to Since the extent adequately Medeor Balance Sheet Date, Medeor has not incurred any material Liabilities or obligations (whether direct, indirect, accrued or reserved against in the audited balance sheet of the Company as at December 31, 2015 (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”contingent), the Company has no liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for liabilities and Liabilities or obligations (i) set forth in the Interim Financial Statements, (ii) incurred in the ordinary course of business and consistent with past practice since the date of the Balance Sheet that are not, individually or in the aggregate, material to the Company or (iii) which individually do not exceed NOK 20,000 and, in the aggregate, do not exceed NOK 250,000practice.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of The Corporation has previously furnished or made available to Buyer the audited balance sheet of the Company as at December 31, 2015 and December 31, 2014, and the related audited following financial statements of income, cash flow, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditor (collectively referred to as the “Financial Statements”) and the unaudited balance sheet of the Company Corporation: (i) the audited consolidated balance sheets of the Corporation as at May of (x) December 31, 20162012 (the “Latest Balance Sheet”) and (y) December 31, 2011, and December 31, 2010; (ii) the related audited consolidated statements of income, retained earnings, shareholdersstockholders’ equity and changes in financial position cash flows of the CompanyCorporation (including any related notes) for each of the years ended December 31, together with all related notes 2012, December 31, 2011, and schedules thereto December 31, 2010; and (collectively referred iii) the unaudited consolidated financial statements of the Corporation as of the last day of each elapsed month during 2013 that ended prior to as November, 2013 and for each one-month and year-to-date periods then ended (the “Interim Financial Statements”), are attached hereto as Section 3.7(atogether with, in the case of each financial statement referred to in clause (i) and (ii), the reports thereon of the Disclosure ScheduleStayner, Xxxxx & Xxxxxx, PC. Each of The balance sheets included in the Financial Statements and the Interim Financial Statements (i) are correct and complete in all material respects and have been prepared in accordance with the books and records of the Company, (ii) have been prepared in accordance with the Accounting Principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto, and further except for the Interim Financial Statements) and (iii) fairly present, in all material respects, the financial positioncondition of the Corporation as of the date thereof, and the other related statements included in the Financial Statements fairly present, in all material respects, the results of operations and cash flows changes in financial condition of the Company as at the respective dates thereof and Corporation for the respective periods indicated thereinpresented therein in accordance with GAAP, applied by the Corporation on a consistent basis during the periods involved, except as otherwise noted therein and subject, indicated in the case of notes thereto and except that the Interim Financial StatementsStatements contain estimates of certain accruals, lack footnotes and other presentation items, and are subject to normal and recurring year-end adjustments that will not, individually or required by GAAP. The Financial Statements are consistent with the books and records of the Corporation in the aggregate, be materialall material respects. (b) Except as and to set forth on the extent adequately accrued or reserved against in the audited balance sheet of the Company as at December 31, 2015 (such balance sheet, together with all related notes and schedules theretoFinancial Statements, the “Balance Sheet”)Corporation does not have any Indebtedness, the Company has no liability obligations or obligation Liabilities of any nature, kind (whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not ) which is of a nature required by the Accounting Principles GAAP to be reflected in a balance sheet and, in the case of the Company or disclosed in audited balance sheets, the notes thereto, except for and which is not accrued or reserved against in the Latest Balance Sheet, or other than liabilities and or obligations (i) set forth otherwise specifically disclosed in this Agreement or in the Interim Financial Statements, Disclosure Schedules hereto or (ii) incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet that are not, individually or in the aggregate, material to the Company or (iii) which individually do not exceed NOK 20,000 and, in the aggregate, do not exceed NOK 250,000Corporation.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of the audited balance sheet The consolidated financial statements of the Company as at December 31, 2015 and December 31, 2014, and the related audited statements of income, cash flow, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related (including any notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditor (collectively referred to as the “Financial Statements”) and the unaudited balance sheet of included in the Company as at May 31, 2016, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), are attached hereto as Section 3.7(a) of the Disclosure Schedule. Each of the Financial Statements and the Interim Financial Statements SEC Documents (i) are correct and complete complied or will comply as of their respective dates as to form in all material respects with all applicable accounting requirements and have been with the published rules and regulations of the SEC with respect thereto as in effect on the date of filing thereof, (ii) were prepared in accordance with GAAP as in effect on the books and records dates of the Companysuch financial statements, (ii) have been prepared in accordance with the Accounting Principles applied on a consistent basis throughout the periods indicated (except as may be indicated therein or in the notes theretothereto and, in the case of unaudited statements, as permitted by the rules and further except for regulations of the Interim Financial StatementsSEC) throughout the periods involved and (iii) fairly present, in all material respects, the consolidated financial position, position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows of the Company as at the respective dates thereof and for the respective periods therein indicated therein, except as otherwise noted therein and (subject, in the case of the Interim Financial Statementsunaudited statements, to normal and recurring year-end and audit adjustments that will notas permitted by the rules and regulations of the SEC, individually or in the aggregate, none of which are expected to be material). The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. (b) Except (i) as and to the extent adequately accrued set forth, reflected or reserved against in the audited consolidated balance sheet (including the notes thereto) of the Company as at December 31included in its quarterly report on Form 10-Q for the quarter ended June 30, 2015 2006, (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”), the Company has no liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except ii) for liabilities and obligations (i) set forth in the Interim Financial Statementsincurred since June 30, (ii) incurred 2006 in the ordinary course of business consistent with past practice since the date of the Balance Sheet that are not, individually or in the aggregate, material to the Company or (iii) which individually do not exceed NOK 20,000 andfor liabilities and obligations incurred in connection with the Merger or any other transaction contemplated by this Agreement, in neither the aggregateCompany nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, do not exceed NOK 250,000absolute, contingent or otherwise) required by GAAP to be reflected on a consolidated balance sheet.

Financial Statements; No Undisclosed Liabilities. (a) True and complete The Company has made available to Buyer in the Data Room copies of (i) the consolidated audited balance sheet sheets of the Company and the Acquired Subsidiaries as at of December 31, 2015 and December 31, 2014, 2020 and the related audited statements of income, cash flow, retained earnings, shareholdersmembers’ equity and changes in financial position of cash flows for the Company, year then ended (together with all related notes and schedules thereto), accompanied by the reports thereon of the Company’s independent auditor and (collectively referred to as the “Financial Statements”ii) and the unaudited consolidated balance sheet of the Company and the Acquired Subsidiaries as at May 31of September 30, 2016, 2021 and the related statements of income, retained earnings, shareholders’ equity and changes in financial position income of the Company, Company and the Acquired Subsidiaries for the nine (9) month period then ended (together with all related notes and schedules thereto thereto) (collectively such audited and unaudited statements are referred to herein as the “Interim Financial Statements”). Except as set forth on Schedule 3.5(a), are attached hereto as Section 3.7(a) of the Disclosure Schedule. Each of the Financial Statements and the Interim Financial Statements (ix) are correct and complete in all material respects and have been prepared in accordance with the books and records of the Company, (ii) have been prepared in accordance with Company and the Accounting Principles applied on a consistent basis throughout the periods indicated (Acquired Subsidiaries except as may be indicated in the notes thereto, and further except for the Interim Financial Statements) and (iiiy) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and the Acquired Subsidiaries (taken as at the respective dates thereof and a whole) for the respective periods indicated therein, except as otherwise noted therein and subjectin conformity in all material respects with GAAP applied on a consistent basis, subject in the case of the Interim Financial Statements, unaudited financial statements to normal and recurring year-end adjustments that will notand the absence of notes (which are, individually or and in the aggregate, be material. (b) Except as and to immaterial). For the extent adequately accrued or reserved against in purposes hereof, the audited unaudited consolidated balance sheet of the Company and the Acquired Subsidiaries as at December 31of September 30, 2015 (such balance sheet, together with all related notes and schedules thereto, 2021 is referred to as the “Balance Sheet” and September 30, 2021 is referred to as the “Balance Sheet Date.”), the (b) No Acquired Company has no any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not the type required by the Accounting Principles GAAP to be disclosed in the Financial Statements, other than: (i) liabilities reflected or reserved for in a balance sheet of the Company Financial Statements or disclosed in the notes thereto, except for liabilities and obligations (i) set forth in the Interim Financial Statements, (ii) incurred in the ordinary course of business consistent with past practice liabilities that have arisen since the date of the Balance Sheet that are not, individually or Date in the aggregateOrdinary Course of Business (none of which is a liability for breach of contract, material to the Company tort, infringement, or violation of Law), (iii) which individually do not exceed NOK 20,000 and, liabilities that exist under Contracts of the Acquired Companies (other than liabilities arising from breaches of such Contracts by the Acquired Companies) and (iv) liabilities incurred in connection with this Agreement and the aggregate, do not exceed NOK 250,000Transactions.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies Section 4.6(a) of the audited balance sheet Disclosure Schedules sets forth the following financial statements of Seller, the Company and the Company Subsidiaries: (i) audited consolidated balance sheets as at of December 31, 2015 2020 and December 31, 20142021, and the related audited consolidated statements of income, changes in stockholders’ equity, and cash flowflow for the fiscal years ended December 31, retained earnings2020 and December 31, shareholders2021 (the “Audited Financial Statements”), and (ii) unaudited consolidated balance sheet as of March 31, 2022 (the “Most Recent Balance Sheet”) and related unaudited consolidated statements of income, changes in stockholders’ equity and changes in financial position of cash flow for the Company, three months then ended (the “Unaudited Financial Statements” and together with all related notes and schedules theretothe Audited Financial Statements, accompanied by the reports thereon of the Company’s independent auditor (collectively referred to as the “Financial Statements”) and the unaudited balance sheet of the Company as at May 31, 2016, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), are attached hereto as Section 3.7(a) of the Disclosure Schedule. Each of the Financial Statements and the Interim Financial Statements (i) are correct was prepared from, and complete in all material respects is consistent with, the books and have records of Seller, the Company and each Company Subsidiary, (ii) has been prepared in accordance with the books and records of the Company, (ii) have been prepared in accordance with the Accounting Principles GAAP consistently applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes theretocovered thereby, and further except for the Interim Financial Statements) and (iii) fairly presentpresents fairly, in all material respects, the financial position, position and the consolidated results of operations and cash flows of Seller, the Company and the Company Subsidiaries as at of the respective dates thereof and for or the respective periods indicated therein, except as otherwise noted therein and then ended (subject, in the case of the Interim Unaudited Financial Statements, to the absences of footnotes thereto US-DOCS\131312541.20 and normal and recurring year-end adjustments that adjustments, in each case, none of which are or will notbe, individually or in the aggregate, be material). (b) Except as and to Neither the extent adequately accrued or reserved against Company nor any Company Subsidiary has any material Liability, other than (i) Liabilities reflected on the Most Recent Balance Sheet, (ii) Liabilities which have arisen after the date of the Most Recent Balance Sheet in the audited balance sheet ordinary course of business (none of which is a Liability for breach of contract, breach of warranty, tort, infringement, violation of Law or any Action), and (iii) obligations under Contracts and commitments described on the attached Section 4.16 of the Disclosure Schedules or under Contracts and commitments entered into in the ordinary course of business which are not required to be disclosed on Section 4.16 of the Disclosure Schedules (but not Liabilities for any breach of any such Contract or commitment). (c) The Company has established and maintains a system of internal accounting controls which is designed to provide assurance regarding the reliability of financial reporting of the Company as at December 31, 2015 (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”), the Company Subsidiaries. In the past five years, there has no liability never been (i) any fraud or obligation other wrongdoing that involves any of any nature, whether accrued, absolute, contingent the management or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet other employees of the Company or disclosed any Company Subsidiary who have a role in the notes thereto, except for liabilities preparation of financial statements or the internal accounting controls used by the Company or any Company Subsidiary or (ii) any claim or allegation regarding any of the foregoing. (d) All accounts receivable of the Company and obligations the Company Subsidiaries (including costs incurred and income recognized in excess of xxxxxxxx) (i) set forth are bona fide and valid receivables arising from sales actually made or services actually performed, in the Interim Financial Statementseach case, (ii) on an arm’s length basis, and were incurred in the ordinary course of business consistent (ii) are properly reflected on the Company’s and each Company Subsidiary’s books and records and balance sheets, (iii) are not subject to any setoffs, counterclaims, credits or other offsets, and (iv) are current and collectible and will be collected in accordance with past practice since their terms at their recorded amounts, subject only to the date reserve for bad debts set forth on the face of the Most Recent Balance Sheet (rather than in the notes thereto). No Person has any Lien on any accounts receivable or any part thereof, and no agreement for deduction, free goods or services, discount or other deferred price or quantity adjustment has been made by the Company or any Company Subsidiary with respect to any accounts receivable other than in the ordinary course of business. There is no pending contest or dispute with respect to the amount or validity or any amount of any such accounts receivable that are not, exceeds $250,000 individually or in the aggregate, material to the Company or (iii) which individually do not exceed NOK 20,000 and, . The reserves for uncollectable accounts receivable accrued in the aggregate, do not exceed NOK 250,000Financial Statements have been calculated in accordance with the Accounting Principles.

Financial Statements; No Undisclosed Liabilities. (a) True Section 4.5(a) of the Sellers’ Disclosure Schedule sets forth true and complete copies of the consolidated balance sheets and related consolidated statements of operations, retained earnings and cash flows for the Company and its Subsidiaries as of the years ended December 31, 2003 and 2004, in each case audited balance sheet by the independent public accountants of the Company as at December 31, 2015 and December 31, 2014, and the related audited statements of income, cash flow, retained earnings, shareholders’ equity and changes in financial position of the Company, whose unqualified reports are attached thereto (together with all related notes and schedules theretothe 2005 Annual Statements, accompanied by the reports thereon of the Company’s independent auditor (collectively referred to as the “Financial Annual Statements”) and the unaudited estimated consolidated balance sheet and related consolidated statement of operations as of and for the Company as at May twelve months ended December 31, 20162005 (the “Estimated Financial Statements”, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes the Annual Statements and schedules thereto (collectively referred to as the “Interim Statements, the "Financial Statements”), are attached hereto . The most recent balance sheet included in the Estimated Financial Statements is referred to herein as Section 3.7(athe “Most Recent Balance Sheet.” (b) of the Disclosure Schedule. Each of the Financial Statements and the Interim Financial Statements (i) are correct and complete in all material respects and have been prepared in accordance with the books and records of the Companypresents, (ii) have been prepared in accordance with the Accounting Principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto, and further except for the Interim Financial Statements) and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, or in the case of the Interim Financial Statements and the 2005 Annual Statements, will present fairly the consolidated financial condition, consolidated results of operations and consolidated statements of cash flow of the Company and its Subsidiaries as of the dates or for the periods indicated in accordance with GAAP, subject in the case of the Interim Statements to normal and normal, recurring year-end adjustments that (except such Interim Statements do not provide for (i) inventory recorded at LIFO, (ii) current accruals for paid time off, (iii) accruals for bonuses, (iv) current accounts receivable reserves, (v) a provision for deferred taxes, and (vi) other adjustments which will not, individually or in the aggregate, aggregate be material), and have been prepared based on the books and records of the Company and its Subsidiaries and in accordance with the Company’s normal accounting practices, consistent with past practice and with each other. (bc) Except as and to To the extent adequately accrued or reserved against in the audited balance sheet of the Company as Sellers’ knowledge, at December 31all times since January 1, 2015 (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”)2003, the Company has no liability or obligation had in effect a system of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles internal controls over financial reporting sufficient to be reflected in a balance sheet provide reasonable assurance that assets of the Company and its Subsidiaries are protected and transactions involving the Company and its Subsidiaries are properly recorded. The Company’s certified public accountants have not notified the Sellers that any reportable conditions or disclosed material weakness (each as defined in AU 325 of the AICPA Professional Standards) have been discovered in the notes theretoCompany’s internal controls by such accountants in connection with their audit of the Annual Statements. (d) Except as set forth in Section 4.5(d) of the Sellers’ Disclosure Schedule, except for liabilities there are no Liabilities of the Company and obligations its Subsidiaries other than: (i) set forth in Liabilities accrued on the Interim Financial Statements, Most Recent Balance Sheet; and (ii) Liabilities incurred since the Most Recent Balance Sheet Date that have been incurred in the ordinary course of business of the Company and its Subsidiaries consistent with past practice since the date of the Balance Sheet practice, and that are do not, and could not reasonably be expected to, individually or in the aggregate, material have a Material Adverse Effect on the Company (provided that as to those matters in respect of which the Sellers’ representations or warranties set forth elsewhere in this Article IV are expressly limited to the Sellers’ knowledge, to the Sellers’ knowledge there are no such Liabilities). (e) The sole asset of the Excluded Company or (iii) which individually do is the Upper Bluff Property. The Excluded Company has not exceed NOK 20,000 and, in conducted any business other than owning and taking actions to develop the aggregate, do not exceed NOK 250,000Upper Bluff Property.

Financial Statements; No Undisclosed Liabilities. (a) True The Company has delivered to the Purchaser true, correct and complete copies of the audited consolidated balance sheet of the Company and the Company Subsidiaries as at of December 31, 2015 2023 (the “Balance Sheet Date”), 2022 and 2021 and the audited consolidated statements of operations, comprehensive income, cash flows and changes in equity for the financial years ended December 31, 20142023, 2022 and 2021 (the “Audited Financial Statements”). When delivered to the Purchaser, the copies of the unaudited consolidated balance sheets of the Company and the Company Subsidiaries as of March 31, 2024 and June 30, 2024, and the related audited unaudited consolidated statements of incomeoperations, comprehensive income and cash flow, retained earnings, shareholders’ equity and changes in financial position flows for each of the Companyperiods then ended (the “Interim Financial Statements” and, together with all related notes and schedules theretothe Audited Financial Statements, accompanied by the reports thereon of the Company’s independent auditor (collectively referred to as the “Financial Statements”) so delivered shall be true, correct and the unaudited balance sheet of the Company as at May 31, 2016, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto complete copies thereof. (collectively referred to as the “Interim Financial Statements”), are attached hereto as Section 3.7(ab) of the Disclosure Schedule. Each of the Financial Statements and the Interim The Financial Statements (i) are correct and complete in all material respects and have been prepared in accordance or, with respect to the Interim Financial Statements, will be, derived from the books and records of the CompanyCompany and the Company Subsidiaries, (ii) have been were or, with respect to the Interim Financial Statements, will be, prepared in accordance with the Accounting Principles IFRS applied on a consistent basis throughout the periods indicated (covered thereby and consistent with each other, except as may be indicated in the notes theretootherwise noted therein, and further except for (iii) present or, with respect to the Interim Financial Statements) and (iii) fairly , will present, fairly, in all material respects, the consolidated financial position, position and results of operations and cash flows of the Company and the Company Subsidiaries, as at of the respective dates thereof and for or the respective periods indicated thereinthen ended, in each case except as otherwise may be noted therein and subjectand, in the case of with respect to the Interim Financial Statements, subject to the absence of notes and normal and recurring year-year end adjustments (which if presented would not differ materially from those presented in the Audited Financial Statements). (c) Except as set forth in Section 4.07(c) of the Company Disclosure Letter and except (i) as set forth or specifically reflected or adequately reserved against in accordance with applicable accounting standards in the Audited Financial Statements, (ii) for Liabilities incurred by the Company and the Company Subsidiaries in the Ordinary Course of Business since the Balance Sheet Date (none of which is a liability resulting from a breach of contract, claim, breach of warranty, tort, infringement or misappropriation environmental matters, or that will notrelates to any cause of action claim or lawsuit), (iii) for Liabilities that would not reasonably be expected, individually or in the aggregate, to be materialmaterial to the Company and the Company Subsidiaries, taken as a whole, (iv) for Transaction Expenses, and (v) for Liabilities incurred at the prior written consent of Purchaser in connection with this Agreement, neither the Company nor any of the Company Subsidiaries has any Liabilities that would be required to be reflected or reserved against on a balance sheet prepared in accordance with IFRS. (bd) Except as The Company and the Company Subsidiaries maintain a system of internal accounting controls and procedures that are sufficient to the extent adequately accrued or reserved against in the audited balance sheet provide reasonable assurance that (i) material transactions of the Company as at December 31, 2015 (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”), the Company has no liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for liabilities and obligations (i) set forth in the Interim Financial StatementsSubsidiaries are executed only with management’s authorization, (ii) incurred transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the ordinary course recorded amounts for assets are compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Company Subsidiaries have not identified or been notified of business consistent with past practice since any internal or external allegations that any of Company and the date Company Subsidiaries or any of the Balance Sheet officers or accounting managers thereof have engaged in fraud, whether or not material, that are notoccurred during any period covered by the Financial Statements, individually or in the aggregate, material including without limitation any fraudulent accounting practices relating to the Company or (iii) which individually do not exceed NOK 20,000 and, in and the aggregate, do not exceed NOK 250,000Company Subsidiaries.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies The Company has made available to Acquirer the audited, consolidated financial statements of the audited balance sheet of Operating Subsidiary and the Company as at other Subsidiaries for the fiscal years ended December 31, 2013, 2014 and 2015 and December 31the unaudited, 2014, consolidated financial statements of the Operating Subsidiary and the related audited other Subsidiaries for the nine-month period ended September 30, 2016 (including, in each case, balance sheets, statements of incomeoperations and statements of cash flows) (collectively, cash flow, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditor (collectively referred to as the “Financial Statements”), which are included as Schedule 3.4(a) and the unaudited balance sheet of the Company as at May 31, 2016, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), are attached hereto as Section 3.7(a) of the Disclosure ScheduleLetter. Each of the Financial Statements and the Interim The Financial Statements (i) are correct derived from and complete in all material respects and have been prepared in accordance with the books and records of the CompanyOperating Subsidiary and the other Subsidiaries, (ii) have been fairly and accurately present in all material respects the consolidated financial condition of the Operating Subsidiary and the other Subsidiaries at the dates therein indicated and the consolidated results of operations and cash flows of the Operating Subsidiary and the other Subsidiaries for the periods therein specified and (iii) were prepared in accordance with GAAP, except for the Accounting Principles absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods indicated involved. (except as may be indicated b) Neither the Company nor any Subsidiary has any Liabilities other than (i) those set forth or adequately provided for in the notes theretounaudited balance sheet included in the Financial Statements as of September 30, and further except for the Interim Financial Statements) and 2016 (iii) fairly present, in all material respectssuch date, the financial position“Company Balance Sheet Date” and such balance sheet, results of operations and cash flows the “Company Balance Sheet”), (ii) those incurred in the conduct of the Business since the Company as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, Balance Sheet Date in the case ordinary course consistent with past practice that are of the Interim Financial Statements, to normal and recurring year-end adjustments type that will notordinarily recur and, individually or in the aggregate, are not material in nature or amount and do not result from any breach of Contract, warranty, infringement, tort or violation of Applicable Law, (iii) those incurred by the Company or a Subsidiary in connection with the execution of this Agreement and (iv) the Liabilities set forth on Schedule 3.4(b) of the Company Disclosure Letter. Except for Liabilities reflected in the Financial Statements, the Company and the Subsidiaries have not issued any instruments, entered into any agreements, commitments or arrangements or incurred any obligations that would reasonably be materialexpected to have the effect of providing the Company with off-balance sheet Liabilities the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Company or any Subsidiary. All reserves that are set forth in or reflected in the Company Balance Sheet have been established in accordance with GAAP consistently applied. (bc) Except as and to the extent adequately accrued or reserved against in the audited balance sheet Schedule 3.4(c) of the Company as at December 31Disclosure Letter sets forth a true, 2015 (such balance sheetcorrect and complete list of all Company Debt, together with all related notes and schedules theretoincluding, for each item of Company Debt, the “Balance Sheet”), agreement governing the Company has no liability Debt and the interest rate, maturity date, any assets securing such Company Debt and any prepayment or obligation other penalties payable in connection with the repayment of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by such Company Debt at the Accounting Principles to be reflected in a balance sheet Closing. (d) Schedule 3.4(d) of the Company Disclosure Letter sets forth the names and locations of all banks and other financial institutions at which the Company or disclosed in any Subsidiary maintains accounts and the notes thereto, except for liabilities names of all Persons authorized to make withdrawals therefrom. (e) The accounts receivable of the Operating Subsidiary and obligations its subsidiaries (ithe “Accounts Receivable”) set forth in as reflected on the Interim Financial Statements, (ii) incurred Company Balance Sheet arose in the ordinary course of business consistent with past practice since the date and represent bona fide claims against debtors for sales and other charges. Allowances for doubtful accounts in respect of the Accounts Receivable reflected on the Company Balance Sheet that are not, individually or have been prepared in accordance with GAAP consistently applied and in accordance with the Operating Subsidiary’s and its subsidiaries’ respective past practices. The Accounts Receivable arising after the Company Balance Sheet Date and before the Agreement Date (i) arose in the aggregateordinary course of business consistent with past practice, and (ii) represented bona fide claims against debtors for sales and other charges. (f) The Operating Subsidiary has established and maintains a system of internal accounting controls sufficient to provide reasonable assurances (i) that transactions, receipts and expenditures of the Operating Subsidiary and its subsidiaries are being executed and made only in accordance with appropriate authorizations of management or the board of directors of the Operating Subsidiary, (ii) that transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP as consistently applied and in accordance with the Operating Subsidiary’s and its subsidiaries’ respective past practices, and (B) to maintain accountability for all material assets, and (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Operating Subsidiary and its subsidiaries. None of the Operating Subsidiary, the Operating Subsidiary’s independent auditors and, to the Knowledge of the Company, any current or former employee, consultant or director of the Company, the Operating Subsidiary or any other Subsidiary, has identified or been made aware of any fraud, that involves the Company’s or any Subsidiary’s management or other current or former employees, consultants directors of Company or any Subsidiary who have a role in the preparation of financial statements or the internal accounting controls utilized by the Operating Subsidiary, or any claim or allegation regarding any of the foregoing. None of the Company, any Subsidiary and, to the Knowledge of the Company, any Representative of the Company or (iii) which individually do not exceed NOK 20,000 andany Subsidiary has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, in each case, regarding deficient accounting or auditing practices, procedures, methodologies or methods of the aggregateCompany or any Subsidiary or any of their respective internal accounting controls. At the Company Balance Sheet Date, do there were no material loss contingencies (as such term is used in Financial Accounting Standards Board Accounting Standards Codification Topic 450) that are not exceed NOK 250,000adequately provided for in the Company Balance Sheet as required by such Topic 450. There has been no change in the accounting policies of the Company and the Subsidiaries since January 1, 2014, except as described in the Financial Statements.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of The Company has furnished Parent with (i) the audited consolidated balance sheet of the Company and the Company Subsidiaries and the related audited consolidated statements of income, stockholders’ equity and cash flows as at of and for the fiscal years ended December 31, 2015 2022 (the “2022 Audited Financial Statements”) and December 31, 20142021 (together with the 2022 Audited Financial Statements, the “Audited Financial Statements”), all certified by the Company’s accountants and (ii) the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of September 30, 2023 (the “Balance Sheet” and such date, the “Balance Sheet Date”) and the related audited statements unaudited consolidated statement of incomeincome and cash flows for the nine (9) months ended on the Balance Sheet Date (the “Unaudited Financial Statements”, cash flow, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules theretothe Audited Financial Statements, accompanied by the reports thereon of the Company’s independent auditor (collectively referred to as the “Financial Statements”) and the unaudited balance sheet of the Company as at May 31, 2016, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim ). The Financial Statements”), are attached hereto as Section 3.7(a) of including the Disclosure Schedule. Each of the Financial Statements and the Interim Financial Statements (i) are correct and complete footnotes thereto, have been in all material respects and have been respect prepared in accordance with the books and records of the Company, (ii) have been prepared in accordance with the Accounting Principles GAAP applied on a consistent basis throughout the periods indicated (period involved, except as may be indicated otherwise described therein or on Schedule 3.5 and in the notes thereto, and further except for case of the Interim Unaudited Financial Statements, subject to normal year-end adjustments (the effect of which will not be materially adverse) and the absence of disclosures normally made in footnotes (iii) that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Company and the Audited Financial Statements fairly present, in all material respects, the financial positionposition of the Company and the Company Subsidiaries, as of the dates thereof, respectively, and the results of operations the operations, stockholders’ equity and cash flows of the Company as at and the respective dates thereof and Company Subsidiaries for the respective periods indicated therein, except as otherwise noted therein indicated. The Company currently maintains a system of accounting established and subject, administered in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or all material respects in the aggregate, be materialaccordance with GAAP. (b) Except Neither the Company nor any Company Subsidiary has any material (taking the Company and the Company Subsidiaries as and a whole) Liabilities that are required to the extent adequately accrued or reserved against in the be set forth on an audited consolidated balance sheet of prepared in accordance with GAAP, except for (i) Liabilities reflected on the Company as at December 31, 2015 (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”), the Company has no liability Financial Statements or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for liabilities and obligations (i) set forth in the Interim Financial Statements, (ii) Liabilities incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet that are not, individually Date or which would be included in the aggregateClosing Statement, material and (iii) Liabilities incurred in connection with the transactions contemplated hereby. (c) Except with respect to any Indebtedness that will be paid off at Closing, neither the Key Stockholder nor any other person, has given any guarantee of or security for any overdraft, loan or loan facility of any kind granted to the Company or (iii) which individually do not exceed NOK 20,000 and, in the aggregate, do not exceed NOK 250,000any Company Subsidiary.

Financial Statements; No Undisclosed Liabilities. (ai) True Seller has delivered to Buyer true and complete copies of (A) the audited balance sheet of the Company Seller as at December 31, 2015 and December 31, 20142010 (the “Audited Balance Sheet”), and the related audited statements profit and loss account of incomeSeller for the period then ended (including, cash flowin each case, retained earnings, shareholders’ equity the notes thereto and changes in financial position of the Company, together with all related notes and schedules thereto, accompanied by the reports report thereon of the Company’s independent auditor KPMG LLP, chartered accountants) (collectively referred to as with the Audited Balance Sheet, the “Audited Financial Statements”), and (B) and the unaudited balance sheet of the Company Forming Business as at May 31September 30, 20162011 (the “Forming Business Balance Sheet”), and the related statements of income, retained earnings, shareholders’ equity profit and changes in financial position loss account of the CompanyForming Business for the period then ended (collectively with the Forming Business Balance Sheet, the “Forming Business Financial Statements”, and together with all related notes and schedules thereto (collectively referred to as the Audited Financial Statements, the “Interim Financial Statements”), are attached hereto as Section 3.7(a) of the Disclosure Schedule. Each of the The Audited Financial Statements and the Interim Financial Statements (i) are correct and complete in all material respects and have been were prepared in accordance with the books and records of the CompanyGAAP, (ii) have been prepared in accordance with the Accounting Principles applied on a consistent basis with that of the audited accounts of the Company for the two previous years. The Audited Financial Statements show a true and fair view of the state of affairs of Seller as of the date thereof and of its profit and loss for the period then ended, all in accordance with GAAP as in effect at the time of such preparation (it being understood that the Audited Financial Statements show the state of affairs and the profit and loss of Seller as a whole (including both the Forming Business and the Casting Business) and not only the Forming Business). Except as set forth on Schedule 3.2(f)(i), the Forming Business Financial Statements fairly present the assets, liabilities and profits and losses of the Forming Business in respect of the date or period to which the Forming Business Financial Statements relate and were prepared from, and are consistent with, the accounting records of Seller, and reflect the consistent application of GAAP throughout the periods indicated (except as may be indicated in the notes thereto, and further except for the Interim Financial Statements) and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be materialinvolved. (bii) Except as and to the extent adequately accrued or reserved against in the audited balance sheet of the Company as at December 31, 2015 (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”set forth on Schedule 3.2(f)(ii), the Company has no liability does not have any liabilities or obligation obligations of any nature, whether accrued, absolute, contingent nature or otherwise, whether known or unknown and whether or not description that would be required by the Accounting Principles to be reflected in in, or reserved against or otherwise described on, a balance sheet of prepared in accordance with GAAP applied on a consistent basis with the Company Audited Financial Statements, other than (A) liabilities or disclosed obligations reflected in, or reserved against or otherwise described on, the Financial Statements (or in the notes thereto), except for (B) liabilities and or obligations (i) set forth which were incurred by Seller or the Company in the Interim Financial Statements, (ii) incurred in the ordinary course Ordinary Course of business consistent with past practice since Business after the date of the Forming Business Balance Sheet that are notSheet, individually or in the aggregate, material to the Company or (iiiC) which individually do not exceed NOK 20,000 andliabilities or obligations under any bonus, incentive or compensation agreement, program, policy or arrangement that is in existence on the aggregate, do not exceed NOK 250,000date of this Agreement as set forth on Schedule 3.2(o)(x).

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of Jiff has made available to Castlight its audited financial statements for the audited balance sheet of the Company as at year ended December 31, 2015 and December its unaudited financial statements for the 10-month period ended October 31, 20142016 (including, and the related audited in each case, balance sheets, statements of incomeoperations and statements of cash flows) (collectively, cash flow, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditor (collectively referred to as the “Financial Statements”) and the unaudited balance sheet of the Company as at May 31, 2016, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), which are attached hereto included as Section 3.7(aSchedule 2.4(a) of the Jiff Disclosure ScheduleLetter. Each of the Financial Statements and the Interim The Financial Statements (i) are correct derived from and complete in all material respects and have been prepared in accordance with the books and records of the CompanyJiff, (ii) have been complied as to form with applicable accounting requirements with respect thereto as of their respective dates, (iii) fairly and accurately present in all material respects the consolidated financial condition of Jiff at the dates therein indicated and the consolidated results of operations and cash flows of Jiff for the periods therein specified (subject, in the case of unaudited interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate are or will be material in amount) and (iv) were prepared in accordance with GAAP, except for the Accounting Principles absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods indicated involved. (except as may be indicated b) Jiff has no Liabilities of any nature other than (i) those set forth or adequately provided for in the notes theretobalance sheet included in the Financial Statements as of October 31, 2016 (such date, the “Jiff Balance Sheet Date” and further except for such balance sheet, the Interim Financial Statements“Jiff Balance Sheet”), (ii) and those incurred in the conduct of Jiff’s business since Jiff Balance Sheet Date in the ordinary course consistent with past practice, (iii) fairly presentthose incurred by Jiff in connection with the execution of this Agreement, in all material respects, the financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein, except as (iv) those that are executory performance obligations arising under Contracts to which Jiff is a party or otherwise noted therein and subjectbound (that, in the case of Material Contracts, do not result from a breach or default thereunder) or (v) those that are immaterial to Jiff. Except for Liabilities reflected in the Interim Financial Statements, Jiff has no off-balance sheet Liability of any nature to, or any financial interest in, any third parties or entities, the purpose or effect of which is to normal and recurring yeardefer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by Jiff. All reserves that are set forth in or reflected in Jiff Balance Sheet have been established in accordance with GAAP consistently applied. The Financial Statements comply in all material respects with the Financial Accounting Standards Board Accounting Standards Codification 985-end adjustments 605. Without limiting the generality of the foregoing, Jiff has never guaranteed any debt for borrowed money of any other Person. For clarity, the mere existence of a claim, complaint or notice from a third party involving Jiff arising after the Agreement Date shall not constitute a breach of this Section 2.4(b) based solely on the theory that will notsuch claim or the matters underlying such claim (absent an underlying breach of another applicable representation, individually warranty or in the aggregatecovenant) constitute a contingent, be materialunmatured or other Liability of Jiff. (bc) Except as and to the extent adequately accrued or reserved against in the audited balance sheet Schedule 2.4(c) of the Company Jiff Disclosure Letter sets forth, as at December 31of the Agreement Date, 2015 (such balance sheeta true, together with correct and complete list of all related notes and schedules theretoJiff Debt, including, for each item of Jiff Debt, the agreement governing Jiff Debt and the interest rate, maturity date, any assets securing such Jiff Debt and any prepayment or other penalties payable in connection with the repayment of such Jiff Debt at the Closing. (d) Schedule 2.4(d) of the Jiff Disclosure Letter sets forth the names and locations of all banks and other financial institutions at which Jiff maintains accounts and the names of all Persons authorized to make withdrawals therefrom. (e) The accounts receivable of Jiff (the “Accounts Receivable”) as reflected on Jiff Balance Sheet”), the Company has no liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown Sheet and whether or not required by the Accounting Principles to as will be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for liabilities and obligations (i) set forth in the Interim Jiff Closing Financial Statements, (ii) incurred Certificate arose in the ordinary course of business consistent with past practice since and represent bona fide claims against debtors for sales and other charges, and have been collected or to the date knowledge of Jiff, are collectible in the book amounts thereof within 60 days following the Agreement Date, less an amount not in excess of the allowance for doubtful accounts provided for in Jiff Balance Sheet that are not, individually or in Jiff Closing Financial Certificate, as the aggregate, material case may be. Allowances for doubtful accounts and warranty returns have been prepared in accordance with GAAP consistently applied and in accordance with Jiff’s past practice and are to the Company knowledge of Jiff, sufficient to provide for any losses that may be sustained on realization of the applicable Accounts Receivable. The Accounts Receivable arising after Jiff Balance Sheet Date and before the Closing Date (i) arose or shall arise in the ordinary course of business consistent with past practice, (ii) represented or shall represent bona fide claims against debtors for sales and other charges and (iii) which individually do not exceed NOK 20,000 have been collected or are to the knowledge of Jiff collectible in the book amounts thereof within 60 days following the Closing Date, less allowances for doubtful accounts and warranty returns determined in accordance with GAAP consistently applied and Jiff’s past practice that to the knowledge of Jiff, are or shall be sufficient to provide for any losses that may be sustained on realization of the applicable Accounts Receivable. As of the Agreement Date, none of the Accounts Receivable is subject to any claim of offset, recoupment, set-off or counter-claim and, to the knowledge of Jiff, there are no facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. No material amount of Accounts Receivable is contingent upon the performance by Jiff of any obligation or Contract other than normal warranty repair and replacement. No Person has any Encumbrance on any Accounts Receivable, and no agreement for deduction or discount has been made with respect to any such Accounts Receivable. Schedule 2.4(e) of the Jiff Disclosure Letter sets forth, as of the Agreement Date, an aging of the Accounts Receivable in the aggregateaggregate and by customer, do and indicates the amounts of allowances for doubtful accounts and warranty returns. Schedule 2.4(e) of the Jiff Disclosure Letter sets forth, as of the Agreement Date, such amounts of Accounts Receivable that are subject to asserted warranty claims by customers and reasonably detailed information regarding asserted warranty claims made within the last year, including the type and amounts of such claims. (f) Jiff has established and maintains a system of internal accounting controls sufficient to provide reasonable assurances (i) that transactions, receipts and expenditures of Jiff are being executed and made only in accordance with appropriate authorizations of management and the Jiff Board, (ii) that transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP and (B) to maintain accountability for assets, (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Jiff and (iv) that the amount recorded for assets on the books and records of Jiff is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. None of Jiff and, to the knowledge of Jiff, Jiff’s independent auditors, any current or former employee, consultant or director of Jiff, has identified or been made aware of any fraud, whether or not exceed NOK 250,000material, that involves Jiff’s management or other current or former employees, consultants directors of Jiff who have a role in the preparation of financial statements or the internal accounting controls utilized by Jiff, or any claim or allegation regarding any of the foregoing. None of Jiff and, to the knowledge of Jiff, any Representative of Jiff has received or otherwise had or obtained knowledge of any material written complaint, allegation, assertion or claim, in each case, regarding deficient accounting or auditing practices, procedures, methodologies or methods of Jiff or its internal accounting controls or any material inaccuracy in Jiff’s financial statements. No attorney representing Jiff, whether or not employed by Jiff, has reported to the Jiff Board or any committee thereof or to any director or officer of Jiff evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Jiff or its Representatives. There are no significant deficiencies or material weaknesses in the design or operation of Jiff’s internal controls that would reasonably be expected to adversely affect Jiff’s ability to record, process, summarize and report financial data. At Jiff Balance Sheet Date, there were no material loss contingencies (as such term is used in Financial Accounting Standards Board Accounting Standards Codification Topic 450) that are not adequately provided for in Jiff Balance Sheet as required by such Topic 450. There has been no change in Jiff accounting policies since December 31, 2015, except as described in the Financial Statements.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies Copies of the audited consolidated balance sheet of the Company and its Subsidiaries as at December 31, 2015 and December 31, 2014, and the related audited statements of income, cash flow, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditor (collectively referred to as the “Financial Statements”) and the unaudited balance sheet of the Company as at May 31, 2016, and the related statements of income, retained earnings, income and cash flows and changes in shareholders’ equity and changes in financial position of the CompanyCompany and its Subsidiaries (the “Audited Financial Statements”) and the unaudited consolidated balance sheet of the Company and its Subsidiaries as at November 30, 2017 (the “Balance Sheet”), and the related consolidated statements of income and cash flows of the Company and its Subsidiaries, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”), are attached hereto as Section 3.7(aSchedule 4.6(a) of the Disclosure ScheduleSchedules. Each of the The Financial Statements are complete and the Interim Financial Statements (i) are correct and complete in all material respects were prepared based on the Company’s books and have been prepared records in accordance with the books and records past practice of the Company, (ii) have been prepared in accordance with the Accounting Principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto, Company and further except for the Interim Financial Statements) its Subsidiaries and (iii) fairly present, in all material respects, the consolidated financial position, position and results of operations and cash flows of the Company and its Subsidiaries as at the their respective dates thereof and for the respective periods indicated thereintherein in accordance with GAAP, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to immaterial normal and recurring year-end adjustments that will not, individually and the absence of notes. No financial statements of any Person other than a Racecar Company or USI Construction Services were required by GAAP to be included in the aggregate, be materialFinancial Statements. (b) Except as The Company’s books and to the extent adequately accrued or reserved against records are maintained in the audited balance sheet accordance with sound business practices customary for its industry and all applicable Laws and reflect all financial transactions of the Company as at December 31, 2015 (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”), the Company has no liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not its Subsidiaries that are required by the Accounting Principles to be reflected in a balance sheet of the accordance with GAAP. The Company or disclosed in the notes thereto, except for and its Subsidiaries maintain books and records accurately reflecting their respective assets and liabilities and obligations maintain proper and adequate internal accounting controls that provide assurance that (i) set forth in the Interim Financial Statementstransactions are executed with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of the consolidated financial statements of the Company in conformity with GAAP and to maintain accountability for their respective assets, (iii) access to their respective assets is permitted only in accordance with management’s authorization, (iv) the reporting of their respective assets is compared with existing assets at regular intervals and (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. The Company makes and keeps books, records and accounts which, in reasonable detail, accurately and fairly reflect actual bona fide transactions of the Company and its Subsidiaries. (c) Neither the Company nor any of its Subsidiaries has any liabilities except for liabilities (i) reflected or reserved against on the Balance Sheet; (ii) incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet that are notin the Ordinary Course of Business of the Company and its Subsidiaries (none of which results from, arises out of, or relates to any material breach or material violation of, or material default under, any Contract, Law or Order, a breach of warranty, tort, material infringement or is, either individually or in the aggregate, material to the Company material); or (iii) which individually do not exceed NOK 20,000 andset forth on Schedule 4.6(c) of the Disclosure Schedules. No Racecar Company maintains any “off-balance sheet arrangement” within the meaning of Item 303 of Regulation S-K promulgated under the Securities Exchange Act of 1934, in the aggregate, do not exceed NOK 250,000as amended.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of The Company has furnished Parent with (i) the audited consolidated balance sheet of the Company as at and its Subsidiaries and the related audited consolidated statements of operations, stockholders’ equity and comprehensive income and cash flows for the fiscal years ended December 31, 2015 2009, December 31, 2010, and December 31, 20142011, and the related audited statements of income, cash flow, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, accompanied certified by the reports thereon of the Company’s independent auditor accountants and (collectively referred to as the “Financial Statements”ii) and the unaudited consolidated balance sheet of the Company and its Subsidiaries as at May 31of April 30, 2016, 2012 (the “Balance Sheet Date”) and the related unaudited consolidated statements of income, retained earnings, shareholders’ equity income and changes in financial position of cash flows for the Company, together with all related notes and schedules thereto twelve (collectively referred to as 12) months ended on the Balance Sheet Date (the “Interim Financial Statements”). The financial statements referred to above, are attached hereto as Section 3.7(a) of including the Disclosure Schedule. Each of footnotes thereto (collectively, the “Financial Statements and the Interim Financial Statements (i) are correct and complete in all material respects and Statements”), have been prepared in accordance with the books and records of the Company, (ii) have been prepared in accordance with the Accounting Principles GAAP applied on a consistent basis throughout the periods indicated (indicated, except as may be indicated otherwise described therein or on Schedule 3.5 and in the notes thereto, and further except for case of the Interim Financial StatementsStatements subject to normal year end adjustments and the absence of disclosures normally made in footnotes. (b) and (iiiThe balance sheets referred to in Section 3.5(a) fairly present, in all material respects, the financial positionposition of the Company and its Subsidiaries, as of the dates thereof, respectively, and the related statements of operations, stockholders’ equity and comprehensive income and cash flows fairly present, in all material respects, the results of operations the operations, stockholders’ equity and comprehensive income and cash flows of the Company as at the respective dates thereof and its Subsidiaries for the respective periods indicated thereinfiscal years then ended. Since December 31, 2011, the Company and the Company Subsidiaries have not materially changed any accounting policy, practice or methodology, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. (b) Except as and to the extent adequately accrued or reserved against in the audited balance sheet of the Company as at December 31, 2015 (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”), the Company has no liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for liabilities and obligations (i) set forth in the Interim applicable Financial Statement or on Schedule 3.5. (c) The Company and its Subsidiaries do not have any material Liabilities that are required to be set forth on an audited consolidated balance sheet prepared in accordance with GAAP, except (i) Liabilities reflected on the Financial Statements, (ii) Liabilities incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet that are notDate or which would be included in Estimated Working Capital, individually or in the aggregate, material to the Company or (iii) which individually do not exceed NOK 20,000 and, Liabilities incurred in connection with the aggregate, do not exceed NOK 250,000transactions contemplated hereby or (iv) Liabilities arising from performance obligations under any Contract.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies Attached as Section 5.6(a) of the Company Disclosure Letter are (x) the audited consolidated balance sheet sheets of the Company as at December of March 31, 2015 2022 (the “Latest Balance Sheet”). and December 31, 2014, and (y) the related audited consolidated statements of income, cash flow, retained earnings, shareholders’ equity and changes in financial position of operations for the Company, fiscal periods then ended (together with all related notes and schedules theretothe Latest Balance Sheet, accompanied by the reports thereon of the Company’s independent auditor (collectively referred to as the “Financial Statements”) and the unaudited balance sheet of the Company as at May 31, 2016, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Audited Financial Statements”), are attached hereto as Section 3.7(a. (b) of the Disclosure Schedule. Each of the The Audited Financial Statements have been, and the Interim PCAOB Financial Statements (i) are correct and complete in all material respects and have been prepared in accordance with will be, when delivered to SPAC, derived from the books and records of Company. (i) the CompanyAudited Financial Statements have been, (ii) have been and the PCAOB Financial Statements will be, when delivered SPAC, prepared in all material respects in accordance with the Accounting Principles GAAP applied on a consistent basis throughout the periods indicated therein and (except as may be indicated in ii) the notes theretoAudited Financial Statements fairly presents, and further except for the Interim PCAOB Financial Statements) and (iii) Statements will, when delivered to SPAC, fairly present, in all material respects, the combined assets, liabilities, and financial position, results condition as of operations and cash flows of the Company as at the respective dates thereof and the operating results of the Company for the respective periods indicated thereincovered thereby, except as otherwise noted therein and subjectsubject to normal, in the case of the Interim Financial Statements, to normal and recurring year-end audit adjustments that (none of which will not, individually or in the aggregate, be material) and the absence of footnotes and other presentation items. (bc) Except as and The ZB Companies have no material Liabilities that are required to the extent adequately accrued be disclosed on a balance sheet in accordance with GAAP, other than (i) Liabilities set forth in or reserved against in the audited balance sheet of the Company as at December 31, 2015 (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”), the Company has no liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for liabilities and obligations (i) set forth in the Interim Audited Financial Statements, ; (ii) incurred in the ordinary course of business consistent with past practice since Liabilities which have arisen after the date of the Latest Balance Sheet that are not, individually or in the aggregateOrdinary Course of Business (none of which results from, material to the Company arises out of, or was caused by any breach of warranty, breach of Contract or infringement or violation of Law); or (iii) which individually do not exceed NOK 20,000 andLiabilities arising under this Agreement, the Ancillary Agreements and/or the performance by the Company of its obligations hereunder or thereunder or incurred in connection with the aggregatetransactions contemplated by this Agreement, do not exceed NOK 250,000including the Company Transaction Expenses. (d) No ZB Company has any outstanding indebtedness. (e) No ZB Company maintains any “off-balance sheet arrangement” within the meaning of Item 303 of Regulation S-K of the Securities and Exchange Commission.

Financial Statements; No Undisclosed Liabilities. (a) True Attached to Schedule 3.06(a) are complete and complete correct copies of of: (i) the audited unaudited consolidated balance sheet as of September 30, 2020 (the “Latest Balance Sheet”) and the related statements of operations, income and cash flows for the nine month period then ended September 30, 2020 of the Company and its Subsidiaries (the “Company Unaudited Financial Statements”), and (ii) the audited consolidated balance sheet as at of December 31, 2015 2018 and December 31, 2014, and the related audited statements of income, cash flow, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditor (collectively referred to as the “Financial Statements”) and the unaudited balance sheet of the Company as at May 31, 20162019, and the related statements of operations, income, retained earnings, shareholderschanges in stockholders’ equity and changes in financial position cash flows for the twelve month periods then ended, of the Company, together with all related notes Company and schedules thereto its Subsidiaries (collectively referred to as the “Interim Audited Financial Statements” and collectively with the Company Unaudited Financial Statements, the “Financial Statements”). Except as set forth on Schedule 3.06(a), are attached hereto as Section 3.7(a) of the Disclosure Schedule. Each of the Financial Statements and the Interim Financial Statements (i) are correct and complete in all material respects and have been prepared in accordance with the books and records of the Company, (ii) have been prepared in accordance with the Accounting Principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto, and further except for the Interim Financial Statements) and (iii) present fairly present, in all material respects, in accordance with GAAP consistently applied, the consolidated financial position, condition and the results of operations and cash flows of the business of the Company and its Subsidiaries, as at applicable, as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted referred to therein and subject, in the case of the Interim Company Unaudited Financial Statements, to (y) the absence of footnote disclosures and other presentation items in each case that, if present, would not differ materially from the notes presented in the Audited Financial Statements and (z) changes resulting from normal and recurring year-end adjustments (which are not expected to be material in nature or amount). (b) Except as set forth on Schedule 3.06(b), the Company and its Subsidiaries do not have any liabilities or obligations (collectively, “Liabilities”), except (i) Liabilities accrued on or reserved against in the Latest Balance Sheet or disclosed in the notes thereto or in the notes to the other Financial Statements, (ii) Liabilities that will have arisen since the date of the Latest Balance Sheet in the ordinary course of business consistent with past practice, (iii) Liabilities arising in connection with the Transactions, (iv) Liabilities to be included in the computation of Closing Indebtedness or Transaction Expenses, (v) Liabilities to be included in the computation of Closing Net Working Capital, (vi) Liabilities disclosed on another section of the Disclosure Schedules and (vii) other Liabilities which would not, individually or in the aggregate, be material. (b) Except as and to the extent adequately accrued or reserved against in the audited balance sheet of the Company as at December 31, 2015 (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”), the Company has no liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for liabilities and obligations (i) set forth in the Interim Financial Statements, (ii) incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet that are not, individually or in the aggregate, material to the Company and its Subsidiaries taken as a whole. This representation will not be deemed breached as a result of a change in applicable Law, the Code or GAAP after the Closing. (iiic) which individually do not exceed NOK 20,000 andDuring the periods covered by the Financial Statements, in the aggregateCompany’s external auditor was independent of the Company and its management. Schedule 3.06(c) lists each written report by the Company’s external auditors to the Company Board, do not exceed NOK 250,000or any committee thereof, or the Company’s management concerning any period covered by the Financial Statements.

Financial Statements; No Undisclosed Liabilities. (a) True The Company has made available to Purchaser complete and complete accurate copies of the audited balance sheet of the Company as at December 31financial statements listed on Schedule 3.4 (collectively, 2015 and December 31, 2014, and the related audited statements of income, cash flow, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditor (collectively referred to as the “Financial Statements”). (b) and the unaudited balance sheet The Financial Statements have been and, as of the Closing Date to the extent available as of such date, the Company as at May 31Predecessor Audited Financials are, 2016, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), are attached hereto as Section 3.7(a) of the Disclosure Schedule. Each of the Financial Statements and the Interim Financial Statements (i) are correct and complete in all material respects and have been prepared in accordance with the books and records of the CompanyGAAP, (ii) have been prepared in accordance with the Accounting Principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto, and further except for the Interim Financial Statements) and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein, except and the Financial Statements and, as otherwise noted therein of the Closing Date to the extent available as of such date, the Company Predecessor Audited Financials, fairly and subject, accurately present in all material respects the financial condition and operating results of the applicable Group Company (in the case of the Interim Financial Statements, to normal ) and recurring year-end adjustments that will not, individually or the Company’s accounting predecessor(s) (in the aggregate, be materialcase of the Company Predecessor Audited Financials) for such periods contained therein. (bc) Except as and to the extent adequately accrued or reserved against in the audited balance sheet of the Company as at December 31, 2015 (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”set forth on Schedule 3.4(c), since the Balance Sheet Date, no Group Company for which Financial Statements have been provided has no liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet of the Company or disclosed in the notes theretooutstanding Liabilities, except for liabilities and obligations Liabilities (i) set forth in the Interim Financial Statements, (ii) incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet that are notbusiness, individually or (ii) pursuant to future performance obligations under any applicable Contract entered into in the aggregateordinary course of business, material to the Company or (iii) which individually do not exceed NOK 20,000 andrelating to Indebtedness, (iv) relating to the Principal Facility Documents, or (v) incurred directly in connection with this Agreement or the Transactions. (d) The Company maintains accurate books and records reflecting its assets and liabilities and maintains proper and effective applicable internal controls over financial reporting that provides reasonable assurance that, in all material respects, (i) transactions are executed with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of the aggregatefinancial statements of the Company and to maintain accountability for its assets, do (iii) access to assets of the Group Companies is permitted only in accordance with management’s authorization, and (iv) proper and adequate procedures are implemented to effect the collection of accounts, notes and other receivables on a current and timely basis. (e) Except as set forth on Schedule 3.4(e), there are no material off-balance sheet transactions, arrangements, obligations (including contingent obligations) or liabilities of any Group Company which are required to be disclosed and are not exceed NOK 250,000disclosed or reflected in the Financial Statements. (f) The Company has made available to Purchaser a complete and accurate schedule of the net funded debt of the Group Companies (as set forth on Schedule 3.4(f)) as of December 31, 2020 and September 30, 2021 with respect to the Projects listed therein.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of the audited The unaudited consolidated balance sheet of UP Holdings and its Subsidiaries as of March 31, 2020, and the Company related unaudited consolidated statements of operations, shareholders’ equity, and cash flows for the fiscal quarter ended March 31, 2020 (collectively, the “Unaudited Financial Statements”), and (b) the audited consolidated balance sheet of UP Holdings and its Subsidiaries as at of December 31, 2015 and December 31, 20142019, and the related audited consolidated statements of income, cash flow, retained earningsoperations, shareholders’ equity equity, and changes in financial position of cash flows for the Companyfiscal year ended December 31, 2019 (collectively, the “Audited Financial Statements” and, together with all related notes and schedules theretothe Unaudited Financial Statements, accompanied by the reports thereon of the Company’s independent auditor (collectively referred to as the “Financial Statements”) and the unaudited balance sheet of the Company as at May 31, 2016, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), are attached hereto as Section 3.7(a) of the Disclosure Schedule. Each of the Financial Statements and the Interim Financial Statements (i) are correct and complete in all material respects and have been were prepared in accordance with the books and records of the CompanyGAAP, (ii) have been prepared in accordance with the Accounting Principles applied on a consistent basis throughout for the periods indicated (except as may be indicated in the notes theretoinvolved, and further except for the Interim Financial Statements) and (iii) fairly present, in all material respects, the financial position, results position of operations UP Holdings and cash flows its Subsidiaries as of the Company as at the respective dates thereof and the results of their operations for the respective periods indicated thereinthen ended. There are no liabilities or obligations of the Debtors of any kind whatsoever, except as otherwise noted therein and subjectwhether accrued, contingent, absolute, determined or determinable, other than (i) liabilities or obligations set forth in the case face of the Interim balance sheet included in the Unaudited Financial StatementsStatements (such balance sheet, to normal the “Most Recent Balance Sheet”), (ii) liabilities or obligations which were incurred in the Ordinary Course of Business after the date of the Most Recent Balance Sheet, (iii) liabilities or obligations incurred in connection with the transactions contemplated by the Definitive Documents, (iv) liabilities or obligations set forth on Schedule 3.16 of the Debtor Disclosure Schedules, and recurring year-end adjustments that will (v) liabilities or obligations which would not, individually or in the aggregate, reasonably be material. (b) Except as and expected to be adverse in any material respect to the extent adequately accrued or reserved against in the audited balance sheet of the Company Debtors, taken as at December 31, 2015 (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”), the Company has no liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for liabilities and obligations (i) set forth in the Interim Financial Statements, (ii) incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet that are not, individually or in the aggregate, material to the Company or (iii) which individually do not exceed NOK 20,000 and, in the aggregate, do not exceed NOK 250,000whole.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies Copies of the following financial statements have been delivered to Buyers or have been made available to Buyers for their review: (i) the audited consolidated balance sheet sheets of the Company Seller 1 and its consolidated subsidiaries as at of December 31, 2015 2016 and December 31, 20142015, and the related audited consolidated statements of incomeoperations, stockholders’ equity, and cash flow, retained earnings, shareholders’ equity and changes in financial position of flows for the Companyfiscal years then ended, together with all related the notes thereto (the “Audited Financial Statements”), (ii) the unaudited consolidated balance sheet of Seller 1 and schedules theretoits consolidated subsidiaries as of June 30, accompanied by the reports thereon of the Company’s independent auditor 2017 (collectively such balance sheet referred to as the “Financial StatementsBalance Sheet” and June 30, 2017, referred to as the “Balance Sheet Date”) and the unaudited balance sheet of the Company as at May 31, 2016), and the related unaudited consolidated statements of income, retained earnings, shareholders’ equity and changes in financial position of operations for the Company, together with all related notes and schedules thereto 6-month period ended thereon (collectively referred to as the “Interim Financial Statements”)) and (iii) the unaudited consolidated balance sheet of Seller 1 and its consolidated subsidiaries as of September 30, are attached hereto as Section 3.7(a) 2017 and the related unaudited consolidated statements of operations for the Disclosure Schedule. Each of 9-month period ended thereon (the “9-Month Financial Statements” and, together with the Interim Financial Statements and the Interim Audited Financial Statements, the “Seller Financial Statements”). (b) The Seller Financial Statements (i) are correct and complete in all material respects and have been prepared in accordance with the books IFRS consistently applied and records of the Company, (ii) have been prepared in accordance with the Accounting Principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto, and further except for the Interim Financial Statements) and (iii) fairly present, in all material respects, the assets and liabilities, financial position, results of operations operations, stockholders’ equity, and cash flows of the Company Acquired Companies and the Subsidiaries, on a consolidated basis, as at of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be materialindicated. (c) Copies of the consolidation file of the Group as of and for the six months ended June 30, 2017, (the “6-Month Consolidation File”) and the consolidation file of the Group as of and for the nine months ended September 30, 2017, (the “9-Month Consolidation File”) have been delivered or otherwise made available to Buyers by Sellers. The Interim Financial Statements have been prepared based on, and are consistent with, the 6-Month Consolidation File. The 9-Month Financial Statements have been prepared based on, and are consistent with, the 9-Month Consolidation File. (d) Except for (a) the Liabilities as set forth on the Balance Sheet, (b) Except as the Liabilities incurred by the Acquired Companies and the Subsidiaries since June 30, 2017 in the ordinary course of their respective businesses, consistent with past practice, (c) Liabilities incurred in connection with this Agreement, (d) Liabilities related to the extent adequately accrued or reserved against in the audited balance sheet of the Company as at December 31, 2015 (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”matters set forth on Schedule 4.5(d), the Company has no liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for liabilities and obligations (ie) set forth in the Interim Financial Statements, (ii) Liabilities solely between Group members incurred in the ordinary course of business their respective businesses, consistent with past practice since practice, the date Acquired Companies and the Subsidiaries have no Liabilities of the Balance Sheet that nature required to be disclosed in a balance sheet prepared in accordance with IFRS consistently applied. (e) There are not, individually or no Liabilities in excess of $500,000 in the aggregateaggregate between any of the Acquired Companies or Subsidiaries, material to unless both the obligor and obligee Acquired Company or (iii) which individually do not exceed NOK 20,000 andSubsidiary are owned, directly or indirectly, by Sellers in the aggregate, do not exceed NOK 250,000same proportion of Equity Interests.

Financial Statements; No Undisclosed Liabilities. (a) True Attached hereto at Section 5.4(a) of the Seller Disclosure Schedule are correct and complete copies of the (i) audited balance sheet sheet, income statements and cash flow statements of the Company Business as at of December 31, 2015 2011 (Successor) and for the period of November 4, 2011 through December 31, 20142011 (Successor), the period of January 1, 2011 through November 3, 2011 (Predecessor) (the “Audited Financial Statements”), (ii) an unaudited contribution margin profit and loss statement of the Business for the six-month period ended June 30, 2012, and (iii) the related audited statements of income, cash flow, retained earnings, shareholders’ equity and changes in financial position unaudited revenue of the CompanyBusiness for the one-month period ended July 31, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditor 2012 (collectively referred to as with the Audited Financial Statements, the “Financial Statements”) and the unaudited balance sheet of the Company as at May 31, 2016, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), are attached hereto as Section 3.7(a) of the Disclosure Schedule. Each of the The Audited Financial Statements and the Interim Financial Statements (i) are correct and complete in all material respects and have been prepared in accordance with GAAP and fairly present in all material respects and the books financial condition and records results of operations of the CompanyBusiness as of the respective dates of and for the periods referred to therein in accordance with Rule 3-05 of Regulation S-X. Except for the absence of footnotes and year-end adjustments (none of which, (iiif made, would be material) and that the other Financial Statements utilize budgeted foreign currency exchange rates to translate such Financial Statements into U.S. Dollars, the other Financial Statements have been prepared in accordance with the Accounting Principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto, GAAP and further except for the Interim Financial Statements) and (iii) fairly present, present in all material respects, respects the financial position, results of operations and cash flows of the Company as at the respective dates thereof and Business for the respective periods indicated referred to therein. Except as set forth in Section 5.4(a) of the Seller Disclosure Schedule, except as otherwise noted therein the unaudited contribution margin profit and subject, loss statements included in the case Financial Statements do not reflect the operations of any material entity or business not intended to constitute a part of the Interim Financial Statements, Business after giving effect to normal all such transactions and recurring year-end adjustments reflect all material direct and indirect costs and expenses that will not, individually historically have been incurred by or allocated to the Business reasonably and in the aggregate, be materiala manner consistent with past practices. (b) Except as and to the extent adequately accrued set forth on Section 5.4(b) or reserved against in the audited balance sheet of the Company as at December 31, 2015 (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”), the Company has no liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for liabilities and obligations (i) set forth in the Interim Financial Statements, (ii) as may have been incurred in the ordinary course of business consistent with past practice since December 31, 2011, or (ii) as will be included in the date calculation of the Balance Sheet Modified Working Capital, there are no material Liabilities or Indebtedness affecting the Business or the Purchased Assets that are not, individually not reflected in or reserved against in the aggregate, material to Financial Statements (including the Company or (iii) which individually do not exceed NOK 20,000 and, in the aggregate, do not exceed NOK 250,000notes thereto).

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of Set forth on Schedule 4.06 are (i) the audited consolidated balance sheet as of the Company as at December 31June 24, 2015 and December 31, 2014, 2016 and the related audited statements statement of income and comprehensive income, cash flow, retained earnings, shareholdersstockholders’ equity and changes in financial position cash flows of the CompanyCompany and its Subsidiaries for the period then ended, together with all the unaudited consolidated balance sheet as of December 31, 2016 and the related notes unaudited consolidated income statement and schedules thereto, accompanied by the reports thereon cash flows of the Company’s independent auditor Company and Subsidiaries for the six-month period then ended and the unaudited consolidated balance sheet as of December 31, 2017 and the related unaudited consolidated income statement and cash flows of the Company and Subsidiaries for the fiscal year then ended (the “Annual Financial Statements”), and (ii) the unaudited consolidated balance sheets as of September 30, 2018 (the “Balance Sheet Date”) and the related unaudited consolidated income statement and cash flows of the Company and its Subsidiaries for the nine-month period then ended (the “Interim Financial Statements” and, collectively referred to as with the Annual Financial Statements, the “Financial Statements”) and the unaudited balance sheet of the Company ). Except as at May 31set forth on Schedule 4.06, 2016, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), are attached hereto as Section 3.7(a) of the Disclosure Schedule. Each of the Financial Statements and the Interim such Financial Statements (iA) are correct and complete in all material respects and have been prepared in accordance with were derived from the books and records of the Company, (ii) have been prepared in accordance with the Accounting Principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes theretoCompany and its Subsidiaries, and further except for the Interim Financial Statements(B) and (iii) present fairly present, in all material respects, respects the financial positioncondition, results of operations and cash flows of the Company and its Subsidiaries as at of the respective dates thereof times and for the respective periods indicated referred to therein, except as otherwise noted therein and subject, in conformity with GAAP consistently applied throughout the case of the Interim Financial Statements, periods referred to normal and recurring year-end adjustments that will not, individually or in the aggregate, be materialtherein. (b) Except as Each of the Company and its Subsidiaries has no Liabilities or obligations, other than (i) to the extent adequately accrued or reserved against in and for the audited amount reflected as a liability on the balance sheet of the Company as at December 31, 2015 (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”), the Company has no liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for liabilities and obligations (i) set forth included in the Interim Financial Statements, (ii) Liabilities incurred in the ordinary course Ordinary Course of business consistent with past practice Business since the date of the Balance Sheet that are notInterim Financial Statements (none of which will or may reasonably be expected to be material to the business of the Company and its Subsidiaries, individually or in the aggregate) that are not required to be set forth in a Schedule hereto, material to the Company or (iii) which individually do obligations for performance (but not exceed NOK 20,000 andfor breach) under Contracts, and (iv) Liabilities specifically disclosed on Schedule 4.06(b). (c) Except as set forth in Schedule 4.06(c), as of the aggregate, do not exceed NOK 250,000date of this Agreement neither the Company nor any of its Subsidiaries has any Indebtedness.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of Parent has delivered or made available to Buyer the audited balance sheet of the Company as at December 31, 2015 and December 31, 2014, and the related audited statements of income, cash flow, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditor (collectively referred to as the “Financial Statements”) and the unaudited balance sheet of the Company as at May 31, 2016, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), which are attached hereto as set forth on Section 3.7(a3.05(a) of the Seller Disclosure ScheduleSchedules. Each Except as set forth in Section 3.05(a) of the Financial Statements and Seller Disclosure Schedules, the Interim Financial Statements (i) are correct true and complete in all material respects and have been prepared in accordance with the books and records of the Company, correct; (ii) have been were prepared in accordance with the Accounting Principles applied (subject to any exceptions set forth on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto, and further except for the Interim Financial Statements) and Schedule 1.01(a)(NWC)); (iii) fairly presentwere derived from the financial statements of Parent (which were prepared in accordance with the Accounting Principles (subject to any exceptions set forth on Schedule 1.01(a)(NWC)) and are consistent with the accounting policies, procedures and the books and records of the Sellers; (iv) are accurate in all material respects, respects and present fairly the financial position, results of operations and cash flows position of the Company Business as at of the respective dates thereof and the results of operations for the respective periods indicated set forth therein; and (v) accounts, except as otherwise noted notes and other receivables and inventory therein are recorded accurately, and subjectproper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. (b) The Purchased Accounts Receivable arose in the ordinary course of business and represent bona fide claims against debtors for sales and other charges, and have been collected (or in the case of the Purchased Accounts Receivable set forth in the Interim Financial Statement, are collectible) in the book amounts thereof within ninety (90) days following the due date set forth in the applicable invoice (and, in the case of the Purchased Accounts Receivable that will be reflected in the Proposed Closing Statement, will be collectible within ninety (90) days following the due date set forth in the applicable invoices) less an amount not in excess of the allowance for doubtful accounts provided for in the Interim Financial StatementsStatement, to normal and recurring year-end adjustments that will not, individually or in the aggregateProposed Closing Statement, be material. (b) Except as and to the extent adequately accrued or reserved against in case may be. To the audited balance sheet Knowledge of the Company as at December 31Sellers, 2015 (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”), the Company has no liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except allowances for liabilities and obligations (i) doubtful accounts set forth in the Interim Financial Statements, Statement have been booked in the ordinary course of business and consistent with past practices of Sellers to cover losses that may be sustained on realization of the applicable Purchased Accounts Receivable. The Purchased Accounts Receivable arising after the Interim Financial Statement Date and before the Closing Date (i) arose or shall arise in the ordinary course of business and (ii) represented or shall represent bona fide claims against debtors for sales and other charges. To the Knowledge of the Sellers, none of the Purchased Accounts Receivable is subject to any claim of offset, recoupment, set-off or counter-claim not otherwise accounted for in the allowance for doubtful accounts reserved with respect thereto, and, to the Knowledge of Sellers, there are no facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. No Person has any Lien (other than Permitted Liens) on any Purchased Accounts Receivable, and no agreement for deduction or discount has been made with respect to any such Purchased Accounts Receivable. (c) The Business has no Liabilities of any nature whatsoever except for: (i) those Liabilities which are reflected, or reserved against, in the Financial Statements; (ii) Liabilities incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet Interim Financial Statement Date that are not, of individually or in the aggregate, not material to the Company in nature or amount and do not result from any breach of Contract, warranty, tort or violation of Applicable Law; (iii) which individually do not exceed NOK 20,000 andLiabilities incurred in connection with this Agreement, in the aggregate, do not exceed NOK 250,000other Transaction Documents and the Contemplated Transactions; and (iv) as set forth on Section 3.05(c) of the Seller Disclosure Schedules.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies Schedule 3.06 sets forth the following financial statements of the audited Transferred Companies and their Subsidiaries: the unaudited balance sheet sheets of U.S. Seller as of March 31, 2016 (the Company as at “2016 U.S. Seller Balance Sheet”) and December 31, 2015 and 2014, the unaudited statements of working capital of UK Seller and its Subsidiaries as of March 31, 2016 (the “2016 UK Seller WC Statement”) and December 31, 2014, 2015 and 2014 and the related audited unaudited income statements of incomethe Transferred Companies and their Subsidiaries for the three-month period ended March 31, cash flow, retained earnings, shareholders’ equity and changes in financial position of the Company, 2016 (together with all related notes the 2016 U.S. Seller Balance Sheet and schedules theretothe 2016 UK Seller WC Statement, accompanied by the reports thereon of the Company’s independent auditor (collectively referred to as the “2016 Financial Statements”) and the unaudited balance sheet of the Company as at May twelve-month periods ended December 31, 20162015 and 2014 (collectively, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), are attached hereto as Section 3.7(a) . The Financial Statements present fairly the financial position and results of operations of the Disclosure Schedule. Each Transferred Companies and their Subsidiaries (except for Taxes) as of the dates of, and the periods referred to in, such Financial Statements and the Interim Financial Statements (i) are correct and complete in all material respects and have been prepared in accordance conformity with the books and records of the CompanyGAAP, (ii) have been prepared in accordance with the Accounting Principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto, ). The Financial Statements have been prepared on the basis of information derived from the books and further except for the Interim Financial Statements) and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows records of the Company as at the respective dates thereof Transferred Companies and for the respective periods indicated thereintheir Subsidiaries, except as otherwise noted therein and subject, which are maintained in the case ordinary course of business and are reliable, complete and accurate. The Transferred Companies and their Subsidiaries have established and maintain systems of internal accounting controls that are designed to provide reasonable assurances that all transactions are recorded as necessary to permit the preparation of proper and accurate financial statements in accordance with GAAP. Neither Seller nor the Transferred Companies and their Subsidiaries nor, to the knowledge of Seller, any auditor, accountant or representative of the Interim Financial Statementsforegoing has received any unresolved material written complaint, to normal and recurring year-end adjustments that will notallegation or assertion of a problem or claim regarding the accounting or auditing practices, individually procedures, methodologies or in methods of the aggregate, be materialTransferred Companies or their respective accounting controls. (b) Except The accounts receivable of the Transferred Companies, as set forth on the Financial Statements or arising since the date thereof, (i) have arisen solely out of bona fide sales and to the extent adequately accrued or reserved against deliveries of materials, supplies, goods, services, equipment, assets and other business transactions in the audited balance sheet ordinary course of business, (ii) have been billed or invoiced in the ordinary course of business in accordance with all applicable Law and (iii) are not subject to valid defenses, set-offs or counterclaims, other than customary trade discounts. (c) There are no liabilities or obligations of the Company as at December 31, 2015 (such balance sheet, together with all related notes Transferred Companies and schedules thereto, the “Balance Sheet”), the Company has no liability or obligation their Subsidiaries of any naturekind whatsoever, whether accrued, contingent, absolute, contingent determined, determinable or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected set forth on the 2016 Balance Sheet in a balance sheet of the Company or disclosed in the notes theretoaccordance with GAAP, except for liabilities and or obligations (i) disclosed, set forth in or reserved against on the Interim Financial Statementsface of the 2016 Balance Sheet and the notes thereto, (ii) incurred in the ordinary course of business consistent with past practice since the date of the 2016 Balance Sheet that are not(but excluding liabilities arising out of a breach of, individually or in the aggregatedefault under, material to the Company any agreement, breach of warranty, tort or infringement claim or lawsuit), or (iii) which individually do not exceed NOK 20,000 andincurred in entering into this Agreement and/or performing obligations pursuant to, and in accordance with, the terms hereof and taken into account in the aggregate, do not exceed NOK 250,000calculation of the Adjusted Closing Payment.

Financial Statements; No Undisclosed Liabilities. (a) True Attached to Schedule 3.6(a) of the Disclosure Schedules are true and complete copies of of: (i) the audited unaudited consolidated balance sheet as of June 30, 2020 of OB Holdings and its Subsidiaries (the Company as at December 31, 2015 and December 31, 2014, and the related audited statements of income, cash flow, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditor (collectively referred to as the “Financial Statements”"Latest Balance Sheet") and the unaudited balance sheet of the Company as at May 31, 2016, and the related statements of incomeincome and cash flows for the six (6)-month period then ended and (ii) the audited consolidated balance sheet as of December 31, retained earnings2018 and December 31, shareholders2019 and the related consolidated statements of operations, changes in members’ equity and changes in financial position cash flows for the 12-month periods then ended of OB Holdings and its Subsidiaries (the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim "Audited Financial Statements”" and collectively, with the Latest Balance Sheet, the "Financial Statements"), are attached hereto as Section 3.7(a) of the Disclosure Schedule. Each of the The Financial Statements and the Interim Financial Statements (i) are correct and complete in all material respects and have been prepared in accordance with the books and records of the CompanyGAAP, (ii) have been prepared in accordance with the Accounting Principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes theretoconsistently applied, and further except for the Interim Financial Statements) and (iii) present fairly present, in all material respects, respects the financial position, condition and results of operations of OB Holdings and cash flows its Subsidiaries (taken as whole) as of the Company as at the respective dates thereof times and for the respective periods indicated referred to therein, except as otherwise noted therein and subject, subject in the case of the Interim Financial Statements, unaudited financial statements to normal (x) the absence of footnote disclosures and recurring other presentation items and (y) changes resulting from year-end adjustments that will not, individually or in the aggregate, be materialadjustments. (b) Except as and to the extent adequately accrued or reserved against in the audited balance sheet None of the Company as at December 31, 2015 (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”), the Company has no liability or obligation of Acquired Companies have any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet of the Company or disclosed in the notes theretomaterial liabilities, except for liabilities and obligations (i) set forth in reflected or reserved against on the Interim Financial StatementsLatest Balance Sheet (including any notes thereto), (ii) incurred after the date of the Latest Balance Sheet in the ordinary course of business consistent business, (iii) as contemplated by this Agreement or arising in connection with past practice since the date of Transactions, (iv) disclosed on the Balance Sheet Disclosure Schedules, (v) obligations incurred under the Contracts disclosed on the Disclosure Schedules or not required to be disclosed on the Disclosure Schedules, or (vi) that are notwould not reasonably be expected to be, individually or in the aggregate, material to the Company or (iii) which individually do not exceed NOK 20,000 andAcquired Companies, in the aggregate, do not exceed NOK 250,000taken as a whole.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of the audited consolidated balance sheet of the Company ARI and its Subsidiaries as at December 31, 2015 2017 and AppRiver and its Subsidiaries as at December 31, 2016 and December 31, 20142015, and the related audited consolidated statements of income, cash flow, retained earnings, shareholdersmembers’ equity and changes in financial position of ARI or AppRiver, as applicable, and its respective Subsidiaries, for the Companyyears then ended (provided, together with all related notes that the statements of income and schedules thereto, accompanied by retained earnings for the reports thereon periods ending as of the Company’s independent auditor (collectively referred to as the “Financial Statements”) and the unaudited balance sheet of the Company as at May December 31, 20162017, and relate to the related statements of incomestub year period from October 5, retained earnings2017 to December 31, shareholders’ equity and changes in financial position of the Company2017), together with all related notes and schedules thereto (collectively referred to as the “Financial Statements”), an unaudited consolidated balance sheet of ARI and its Subsidiaries as of October 31, 2018 (such balance sheet, together with all related notes and schedules thereto, the “2018 Balance Sheet”) and the related consolidated statements of income, and changes in financial position of ARI and its Subsidiaries for the ten months then ended (collectively with the 2018 Balance Sheet, the “Interim Financial Statements”), are attached hereto as Section Schedule 3.7(a) of the Disclosure ScheduleSchedules. Each of the Financial Statements and Statements, the 2018 Balance Sheet, the Interim Financial Statements Statements, and, when delivered pursuant to Section 5.12(a), each set of the Pre-Closing Monthly Financial Statements, (i) are correct and complete in all material respects and have been prepared in accordance with the books and records of the CompanyARI or AppRiver, as applicable, and its respective Subsidiaries, (ii) except for the matters set forth in Schedule 3.7(a)(ii) of the Disclosure Schedules with respect to the 2018 Balance Sheet, have been prepared in accordance with the Accounting Principles GAAP (applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto, and further except for the Interim Financial Statements) and (iii) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Company ARI or AppRiver, as applicable, and its respective Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial StatementsStatements and each set of Pre-Closing Monthly Financial Statements (when delivered pursuant to Section 5.12(a)), to normal and recurring year-end adjustments and reclassifications that will not, individually or in the aggregate, be material. (b) Except As of the date hereof, except as and to the extent adequately accrued or reserved against in the audited balance sheet of 2018 Balance Sheet, neither the Company as at December 31, 2015 (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”), the Company nor any of its Subsidiaries has no any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles GAAP to be reflected in a consolidated balance sheet of the Company ARI and its Subsidiaries or disclosed in the notes thereto, except for liabilities and obligations (i) set forth in the Interim Financial Statementsobligations, (ii) incurred in the ordinary course of business consistent with past practice since the date of the 2018 Balance Sheet Sheet, that are not, individually or in the aggregate, material to the Company or any of its Subsidiaries. (iiic) which As of the Closing Date, except as and to the extent adequately accrued or reserved against in the 2018 Balance Sheet, neither the Company nor any of its Subsidiaries will have any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and required by GAAP to be reflected in a consolidated balance sheet of ARI and its Subsidiaries or disclosed in the notes thereto, except for liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the 2018 Balance Sheet, that are not, individually do not exceed NOK 20,000 and, or in the aggregate, do material to the Company or any of its Subsidiaries. The Company and its subsidiaries have no obligations in respect of letters of credit, bank guarantees, bankers acceptances, surety bonds or similar instruments. (d) The books of account and financial records of ARI and its Subsidiaries are true and correct in all material respects and have been prepared and are maintained in accordance with sound accounting practice and no determination of a significant deficiency or material weakness in design or operation of internal control has been made by ARI, its Subsidiaries or its or their auditors, controllers or financial advisors. ARI has not exceed NOK 250,000made any changes to its accounting practice since the date of the Interim Financial Statements. (e) All accounts receivable and trade accounts of ARI and its Subsidiaries (the “Receivables”) are bona fide, legal, valid and binding obligations, and are enforceable in full at face value (net of the reserve established and shown on the 2018 Balance Sheet). All Receivables represent products delivered or services actually performed by the Company in the conduct of the Business in the ordinary course and are fully collectible (net of the reserve established and shown on the 2018 Balance Sheet). Deferred revenues are presented on the Financial Statements and the 2018 Balance Sheet, in accordance with GAAP, with respect to ARI’s and its Subsidiaries’ (a) billed but unearned Receivables; (b) previously billed and collected Receivables still unearned; and (c) unearned customer deposits. Schedule 3.7(e)(i) of the Disclosure Schedules lists all Receivables as of the date of the 2018 Balance Sheet. Schedule 3.7(e)(ii) of the Disclosure Schedules lists all accounts payable of ARI and its Subsidiaries as of the date of the 2018 Balance Sheet, together with an aging thereof. At the Closing Date, all accounts payable will have been incurred in exchange for goods or services delivered or rendered to ARI or its Subsidiaries in the ordinary course of the Business.

Financial Statements; No Undisclosed Liabilities. (a) True The Company has made available to the Investor true, correct and complete copies of the audited NIPSCO’s and its Subsidiaries’ (a) unaudited consolidated balance sheet as of the Company as at December March 31, 2015 and December 31, 2014, 2023 (the “Balance Sheet Date”) and the related audited unaudited consolidated statements of income, cash flow, retained earnings, shareholderschanges in stockholders’ equity and cash flow for the three-month period then ended (the “Unaudited Financial Statements”) and (b) audited consolidated balance sheets and related audited consolidated statements of income, changes in financial position of stockholders’ equity, and cash flow for the Companyfiscal years ended 2020, 2021 and 2022 (together with all related notes and schedules theretothe Unaudited Financial Statements, accompanied by the reports thereon of the Company’s independent auditor (collectively referred to as collectively, the “Financial Statements”) and the unaudited balance sheet of the Company as at May 31, 2016, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), are attached hereto as Section 3.7(a) of the Disclosure Schedule. Each of the The Financial Statements and the Interim Financial Statements (i) are correct and complete in all material respects and have been prepared in accordance with the books and records of the CompanyU.S. GAAP, (ii) have been prepared in accordance with the Accounting Principles applied on a consistent basis throughout the periods indicated (except as may be indicated otherwise specified in the notes theretosuch Financial Statements and except that Unaudited Financial Statements may not contain footnotes required by U.S. GAAP, and further except for the Interim Financial Statements) and (iii) fairly present, present in all material respects, respects the financial position, position of NIPSCO and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated thereinthen ended, except as otherwise noted therein and subject, in the case of the Interim Unaudited Financial Statements, to the absence of notes and normal and recurring year-end adjustments that will not, individually or audit adjustments. The books and records of NIPSCO and its Subsidiaries have been kept and maintained in the aggregate, be materialall material respects in accordance with applicable Laws. (b) Except as and to the extent adequately accrued or reserved against in the audited balance sheet of the Company as at December 31, 2015 (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”set forth on Schedule 2.6(b), the Company has no liability NIPSCO and its Subsidiaries do not have any liabilities or obligation of any natureobligations, whether accrued, absolutecontingent, contingent absolute or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet of the Company or disclosed in the notes theretootherwise (“Liabilities”), except for liabilities and obligations (i) set forth Liabilities accrued on or reserved against, or otherwise identified, in the Interim Financial Statements, (ii) incurred in the ordinary course of business consistent with past practice Liabilities that have arisen since the date of the Balance Sheet that are not, individually or Date in the aggregateOrdinary Course of Business, (iii) Liabilities arising after the Effective Date in connection with the transactions contemplated hereby, (iv) any executory obligations under Contracts (not including Liabilities arising from a breach thereof or default thereunder) and (v) other Liabilities that would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. (c) The Company does not have any Liabilities other than (i) for Taxes accrued and not yet payable or being contested in good faith through appropriate proceedings so long as adequate reserves have been maintained in accordance with U.S. GAAP, (ii) for obligations pursuant to this Agreement and (iii) for obligations under its Organizational Documents and nominal amounts necessary for the corporate maintenance and existence of the Company. (d) The Company and each of its Subsidiaries maintains, and at all times since January 1, 2021, has maintained, a system of internal controls over financial reporting sufficient in all material respects to provide reasonable assurances regarding the reliability of financial reporting related to the Company and its Subsidiaries and the preparation of the Financial Statements for external purposes in accordance with U.S. GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect in all material respects the transactions and disposition of the assets of the Company and its Subsidiaries; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and its Subsidiaries that could have a material effect on its financial statements. (e) Except as set forth on Schedule 2.6(e), since March 31, 2023 through the date of this Agreement, none of the Company or any of its Subsidiaries has made or authorized any payments or taken any actions which individually do not exceed NOK 20,000 and, in would constitute Leakage effective after the aggregate, do not exceed NOK 250,000Leakage Reference Date.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of Set forth on Schedule 3.7(a) are: (i) the audited consolidated balance sheet sheets of the Company and Deluxe as at of December 31, 2015 2021 and 2022; (ii) the related audited consolidated statements of operation for the years ended December 31, 2014, 2021 and 2022; (iii) the related audited consolidated statements of incomecash flows for the years ended December 31, cash flow, retained earnings, shareholders’ equity 2021 and changes in financial position of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditor 2022; (collectively referred to as the “Financial Statements”iv) and the an unaudited balance sheet of the Company as at May 31for the nine months ended September 30, 2016, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto 2023 (collectively referred to as the “Interim Balance Sheet”); and (v) the related unaudited statements of profit and loss and cash flows for the nine months ended September 30, 2023 (the foregoing financial statements, collectively, the “Financial Statements”), are attached hereto as Section 3.7(a) of the Disclosure Schedule. Each of the Financial Statements and the Interim The Financial Statements (i) are correct and complete in all material respects and have been prepared in accordance with from the books and records of the CompanyCompany in accordance with GAAP, consistently applied, (ii) have been prepared are correct in accordance with the Accounting Principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes theretoall material respects, and further except for the Interim Financial Statements) and (iii) fairly presentpresent fairly, in all material respects, changes in shareholders equity, the financial position, condition and results of operations and cash flows of the Company as at of the respective dates thereof and for the respective periods indicated thereincovered thereby, except as otherwise noted therein and subject, in the case of the Interim unaudited Financial Statements, to normal and recurring year-end adjustments that (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 are correct, 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. No financial statements of any Person other than the Company are required by GAAP to be included in the Company’s financial statements. (b) Except as and to the extent adequately accrued The Company does not have any Liabilities, except: (i) Liabilities reflected on, or reserved against in the audited balance sheet of the Company as at December 31, 2015 (such balance sheet, together with all related notes and schedules theretoin, the “Balance Sheet”), the Company has no liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for liabilities and obligations (i) set forth in the Interim Financial Statements, ; (ii) incurred in the ordinary course of business consistent with past practice Liabilities that have arisen since the date of the Interim Balance Sheet that are not, individually or in the aggregateOrdinary Course of Business, material to the Company none of which is a Liability resulting from or arising out of any breach of contract, breach of warranty, tort, infringement, misappropriation, or violation of Law; and (iii) which individually do not exceed NOK 20,000 andLiabilities set forth on Schedule 3.7(b). (c) The Company maintains 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) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There has never been (x) any significant deficiency or material weakness in any system of internal accounting controls used by the Company, (y) any fraud or other wrongdoing that involves any of the management or other employees of the Company who have a role in the aggregatepreparation of financial statements or the internal accounting controls used by the Company, do not exceed NOK 250,000or (z) any claim or allegation regarding any of the foregoing. (d) Schedule 3.7(d) sets forth a correct list of all Indebtedness of the Company and identifies for each item of Indebtedness the outstanding amount thereof as of the date of this Agreement.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies Prior to the signing of this Agreement, the Company has delivered to Parent the (i) audited consolidated balance sheet sheets of the Company and the Subsidiaries as at of December 31, 2015 2003 and December 31, 20142002, and the related consolidated audited statements of income, cash flow, retained earnings, shareholdersflow and stockholders’ equity and changes for the twelve-month periods then ended, in financial position of the Company, together with all related notes and schedules thereto, accompanied each case certified by the reports thereon of the Company’s independent auditor public accountants and accompanied by a copy of such auditor’s report (collectively referred to as the “Historical Financial Statements”), (ii) and the unaudited consolidated balance sheet of the Company and the Subsidiaries as at May of December 31, 20162004 (the “December 31 Balance Sheet”), and the related consolidated unaudited statements of income, retained earnings, shareholderscash flow and stockholders’ equity for the twelve-month period then ended (together with the December 31 Balance Sheet, the “2004 Financials”), and changes in financial position (iii) unaudited consolidated balance sheet of the CompanyCompany and its Subsidiaries as of March 31, together with all related notes and schedules thereto 2005 (collectively referred to as the “Interim Latest Balance Sheet”), and the related consolidated unaudited statements of income and cash flow for the three-month periods then ended (the “Latest Financial Statements”), are attached hereto as Section 3.7(a; and (b) prior to Closing the Company will have delivered to Parent the audited consolidated balance sheet of the Disclosure ScheduleCompany and the Subsidiaries as of December 31, 2004 (the “Audited December 31 Balance Sheet”), and the related consolidated audited statements of income, cash flow and stockholders’ equity for the twelve-month period then ended, certified by the Company’s independent public accountants and accompanied by a copy of such auditor’s report (the “Audited Financial Statements”). Each of The Historical Financial Statements, the 2004 Financials and the Latest Financial Statements were, and the Interim Audited Financial Statements (i) are correct and complete in all material respects and have been will be, prepared in accordance with the books and records of the CompanyCompany and the Subsidiaries and the Historical Financial Statements, (ii) the 2004 Financials and the Latest Financial Statements fairly present, and the Audited Financial Statements will fairly present, the financial condition of the Company and the Subsidiaries as of the dates indicated and the results of operations cash flows and changes in shareholders’ equity of the Company and the Subsidiaries for the respective periods indicated, and have been prepared in accordance with the Accounting Principles applied on a consistent basis throughout the periods indicated GAAP (except as may be indicated in the notes thereto, and further except for the Interim Financial Statements) and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Latest Financial Statements, to normal and recurring year-end adjustments that will notadjustments). Neither the Company nor any Subsidiary has any Liability of a nature required to be disclosed on a balance sheet or in the notes to financial statements prepared in accordance with GAAP, which are individually or in the aggregate, be material. (b) Except as and aggregate material to the extent business, results of operations or financial condition of the Company and the Subsidiaries taken as a whole, except for Liabilities adequately accrued reflected or reserved against in on the audited balance sheet Latest Balance Sheet or as described on Section 4.9 of the Company as at December 31, 2015 (such balance sheet, together with all related notes Disclosure Schedule and schedules thereto, Liabilities incurred since the “Latest Balance Sheet”), the Company has no liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for liabilities and obligations (i) set forth in the Interim Financial Statements, (ii) incurred Sheet in the ordinary course of business consistent with past practice since the date of the Balance Sheet that are not, individually or in the aggregate, not material to the Company and its Subsidiaries, taken as a whole, or (iii) which individually do not exceed NOK 20,000 and, in the aggregate, do not exceed NOK 250,000as contemplated by Section 3.10 hereof.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies Set forth on Schedule 3.7(a) are: (i) the audited balance sheets of the Company as of December 31, 2021 and 2022; (ii) the related audited statements of income for the years ended December 31, 2021 and 2022; (iii) an audited balance sheet of the Company as at December 31for the period between January 1, 2015 2023 and December 31June 30, 2014, 2023 (the “Interim Balance Sheet”); and (iv) the related audited statements of incomeprofit and loss and cash flows for the six (6) months ended June 30, cash flow2023 (the foregoing financial statements, retained earningscollectively, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditor (collectively referred to as the “Financial Statements”) and the unaudited balance sheet of the Company ). Except as at May 31, 2016, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”set forth on Schedule 3.7(a), are attached hereto as Section 3.7(a) of the Disclosure Schedule. Each of the Financial Statements and the Interim Financial Statements (i) are correct and complete in all material respects and have been prepared in accordance with from the books and records of the CompanyCompany in accordance with Modified GAAP, consistently applied, (ii) have been prepared are correct in accordance with the Accounting Principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes theretoall material respects, and further except for the Interim Financial Statements) and (iii) fairly present, in all material respects, changes in shareholders equity, the financial position, condition and results of operations and cash flows of the Company as at of the respective dates thereof and for the respective periods indicated thereincovered thereby, except as otherwise noted subject to the absence of footnotes. The books and records of the Company have been maintained in accordance with past practices and reflect in all material respects all the transactions and actions therein described. At the Closing, all such books and subject, records will be in the case possession of the Interim Financial Statements, Company. No financial statements of any Person other than the Company and Tribeca Leasing for Equipment and Truck Indebtedness incurred on or prior to normal and recurring year-end adjustments that will not, individually or the Closing Date are required by Modified GAAP to be included in the aggregate, be materialCompany’s financial statements. (b) Except as and to the extent adequately accrued The Company does not have any Liabilities, except: (i) Liabilities reflected on, or reserved against in the audited balance sheet of the Company as at December 31, 2015 (such balance sheet, together with all related notes and schedules theretoin, the “Balance Sheet”), the Company has no liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for liabilities and obligations (i) set forth in the Interim Financial Statements, ; (ii) incurred in the ordinary course of business consistent with past practice Liabilities that have arisen since the date of the Interim Balance Sheet that are not, individually or in the aggregateOrdinary Course of Business, material to the Company none of which is a Liability resulting from or arising out of any breach of contract, breach of warranty, tort, infringement, misappropriation, or violation of Law; (iii) which individually do not exceed NOK 20,000 andLiabilities under executory Contracts; and (iv) Liabilities set forth on Schedule 3.7(b). (c) Except as set forth on Schedule 3.7(c), the Company maintains 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 Modified 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) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as set forth on Schedule 3.7(c), there has never been (x) any significant deficiency or material weakness in any system of internal accounting controls used by the Company, (y) any fraud or other wrongdoing that involves any of the management or other employees of the Company who have a role in the aggregatepreparation of financial statements or the internal accounting controls used by the Company, do not exceed NOK 250,000or (z) any claim or allegation regarding any of the foregoing. (d) Schedule 3.7(d) sets forth a correct list of all Indebtedness of the Company and identifies for each item of Indebtedness the outstanding amount thereof as of the date of this Agreement.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies Attached as Schedule 4.10(a) hereto are (i) audited consolidated year-end balance sheets of the audited balance sheet Thane as of the Company as at December March 31, 2015 2001, 2000 and December 31, 2014, 1999 and the related audited statements of income, cash flow, retained earnings, shareholders’ stockholders' equity and changes in cash flow of Thane for each of the fiscal years then ended and (ii) an unaudited consolidated balance sheet of Thane as of September 30, 2001 and unaudited consolidated statements of income, stockholders' equity and cash flow for the six-month period then ended. Such balance sheets and the notes thereto fairly present the financial position of Thane at the Companyrespective dates thereof in accordance with GAAP and such statements of income, together stockholders' equity and cash flow and the notes thereto fairly present the results of operations for the periods referred to therein, in accordance with all related GAAP, except that the unaudited financial statements have no notes attached thereto and schedules theretodo not have year-end audit adjustments (none of which would be material or recurring). All of the foregoing financial statements were prepared from the books and records of Thane. Thane does not utilize any percentage of completion or similar method of accounting for revenue, accompanied income or cost recognition purposes. Thane has not in the past five (5) fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any Subsidiary or business acquired by Thane. Except as set forth in Schedule 4.10(a) hereto, Thane does not have any obligation to make any additional Investments in any Person. All properties used in Thane's business operations during the period covered by the reports thereon foregoing financial statements are reflected in the financial statements in accordance with and to the extent required by GAAP. The foregoing consolidated balance sheets and statements of operations, stockholders' equity and cash flows and the Company’s independent auditor (notes thereto are herein collectively referred to as the “"Thane Financial Statements”) and the unaudited balance sheet of the Company as at May 31, 2016, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), are attached hereto as Section 3.7(a) of the Disclosure Schedule. Each of the Financial Statements and the Interim Financial Statements (i) are correct and complete in all material respects and have been prepared in accordance with the books and records of the Company, (ii) have been prepared in accordance with the Accounting Principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto, and further except for the Interim Financial Statements) and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material." (b) Except as and to the extent adequately accrued set forth in Schedule 4.10(b) hereto, Thane does not have any Indebtedness, obligation or reserved against in the audited balance sheet of the Company as at December 31, 2015 liability (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”), the Company has no liability or obligation of any nature, whether accrued, absolute, contingent contingent, unliquidated or otherwise, whether known or unknown and to Thane, whether due or not required by to become due) arising out of transactions entered into at or prior to the Accounting Principles Closing Date, or any state of facts existing at or prior to be reflected in a balance sheet of the Company or disclosed in the notes theretoClosing Date, except for liabilities and obligations other than: (i) liabilities set forth in the Interim Financial StatementsSeptember 30, 2001 balance sheet of Thane, or (ii) incurred liabilities and obligations that have arisen after September 30, 2001 in the ordinary course of business consistent with past practice since (none of which is a liability resulting from breach of a Contract, Regulation, Order or warranty, tort, infringement or Claim). (c) There is no Person that has Guaranteed, or provided any financial accommodation of, any Indebtedness, obligation or liability of Thane or for the date benefit of Thane for the periods covered by the Thane Financial Statements other than as set forth in the Thane Financial Statements or as set forth on Schedule 4.10(c). The management of Thane has disclosed to Thane's independent auditors all facts and circumstances known to them that are material and bear upon the accuracy of the Balance Sheet that audited financial statements. Thane's accounting systems and controls are not, individually or sufficient to detect material fraud and inaccuracies in the aggregate, material to the Company or (iii) which individually do not exceed NOK 20,000 and, in the aggregate, do not exceed NOK 250,000financial reporting processes and reports.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies Copies of the audited unaudited consolidated balance sheet of the Company and its Subsidiaries as at December 31November 30, 2015 2008 and December 31November 30, 20142009 (such November 30, 2009 balance sheet is referred to as the “Balance Sheet”), and the related audited unaudited consolidated statements of income, cash flow, retained earnings, shareholders’ equity and changes in financial position income of the Company, together with all related notes Company and schedules thereto, accompanied by the reports thereon of the Company’s independent auditor its Subsidiaries (collectively referred to as the “Financial Statements”) and the unaudited balance sheet of the Company as at May 31, 2016, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), are attached hereto as Section 3.7(aSchedule 4.6(a) of the Disclosure ScheduleSchedules. Each of the Financial Statements and the Interim Financial Statements (i) are correct and complete in all material respects and have has been prepared in accordance with based on the books and records of the CompanyCompany and its Subsidiaries, (ii) have has been prepared in accordance with GAAP as modified by the Specified Accounting Principles Policies, in each case, applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes theretoconsistently, and further except for the Interim Financial Statements) and (iii) fairly presentpresents, in all material respects, the consolidated financial position, position and results of operations and cash flows of the Company and its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. (b) Except as The financial books, records and to the extent adequately accrued or reserved against in the audited balance sheet accounts of the Company and its Subsidiaries have been and are being maintained in all material respects in accordance with GAAP as at December 31modified by the Specified Accounting Policies, 2015 in each case, consistently applied. (such balance sheetc) There are no debts, together with all related notes and schedules theretoliabilities, the “Balance Sheet”), the Company has no liability or obligation of any natureobligations, whether accruedaccrued or fixed, absoluteabsolute or contingent, contingent matured or otherwiseunmatured, whether known or unknown and whether determined or not required by the Accounting Principles to be reflected in a balance sheet determinable, of the Company or disclosed any of its Subsidiaries of a nature required to be reflected on a balance sheet prepared in accordance with GAAP as modified by the Specified Accounting Policies in a manner consistent with the manner in which GAAP and the Specified Accounting Policies were applied in the notes theretopreparation of the Financial Statements, except for liabilities and other than any such debts, liabilities, or obligations (i) set forth in reflected or reserved against on the Interim Financial StatementsBalance Sheet, (ii) incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet in the ordinary course of business, (iii) for Taxes or (iv) that are not, individually or in the aggregate, not material to the Company and its Subsidiaries. (d) Except as set forth in Schedule 4.6(d), neither the Company nor any Subsidiary has any obligation for the reimbursement of any obligor on any letter of credit, bankers’ acceptance or similar credit transaction. (iiie) which individually do The Company and its Subsidiaries are not exceed NOK 20,000 andrequired to comply, and are not in compliance, with the Sarbanes Oxley Act of 2002. (f) Except as set forth on Schedule 4.6(f) and pursuant to the Credit Facilities, none of the obligations of the type referred to in clauses (i) through (v) in the aggregatedefinition of “Indebtedness” of Persons (other than the Company or its Subsidiaries) is secured by (or for which the holder of such obligation has an existing right, do not exceed NOK 250,000contingent or otherwise, to be secured by) any Encumbrances on any property or asset of the Company or its Subsidiaries.

Financial Statements; No Undisclosed Liabilities. (a) True Set forth on Schedule 3.10(a) of the Company Disclosure Letter are true, correct and complete copies of (i) the combined audited balance sheet financial statements of the Company Channel Operators on a consolidated basis as at and for the fiscal years ended December 31, 2015 2011 and December 31, 20142012, and the related audited containing balance sheets, statements of income, cash flow, retained earnings, shareholders’ equity and changes in equity, statements of cash flows and notes to such financial position statements (including a reconciliation of GAAP measure Net Income to non-GAAP measure EBITDA for the 2012 fiscal year), and (ii) the combined unaudited balance sheets of the CompanyChannel Operators, together with all related notes and schedules theretostatements of income as at and for the twelve-month period ended December 31, accompanied by the reports thereon of the Company’s independent auditor 2013 (collectively referred to as collectively, the “Financial Statements”). (b) and the unaudited balance sheet of the Company as at May 31, 2016, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), are attached hereto as Section 3.7(a) of the Disclosure Schedule. Each of the The Financial Statements and the Interim Financial Statements (i) are correct and complete in all material respects and have been prepared in accordance with the books and records of the Company, (ii) have been prepared in accordance with the Accounting Principles GAAP consistently applied on a consistent basis throughout the periods indicated (involved, except as that the unaudited Financial Statements may be indicated in the notes thereto, and further except for the Interim Financial Statements) and (iii) fairly present, in not contain all material respects, the financial position, results of operations and cash flows of the Company as at the respective dates thereof footnotes required by generally accepted accounting principles and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, subject to normal and recurring year-end adjustments that will not(which adjustments would not be material, individually or in the aggregate). The Financial Statements fairly present in all material respects the financial condition and operating results of the Channel Operators on a consolidated basis for the periods and as of the dates covered thereby, be materialsubject in the case of the unaudited Financial Statements to normal year-end audit adjustments. (bc) Except as and to the extent adequately accrued or reserved against in the audited balance sheet The Required Closing Information set forth on Schedule 6.1(o) of the Company as at December 31Disclosure Letter will be prepared in accordance with GAAP consistently applied throughout the periods involved, 2015 (such balance sheet, together with except that the unaudited financial statements included in the Required Closing Information may not contain all related notes and schedules thereto, of the “Balance Sheet”), the Company has no liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not footnotes required by the Accounting Principles generally accepted accounting principles and subject to normal year-end adjustments (which adjustments would not be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for liabilities and obligations (i) set forth in the Interim Financial Statements, (ii) incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet that are notmaterial, individually or in the aggregate, material to ). The Required Closing Information set forth on Schedule 6.1(o) of the Company Disclosure Letter will fairly present in all material respects the financial condition and operating results of the Channel Operators on a consolidated basis for the periods and as of the dates covered thereby, subject in the case of the unaudited financial statements included in the Required Closing Information to normal year-end audit adjustments. (d) There are no liabilities of the Business of any kind, whether known or unknown, contingent or otherwise, other than (i) liabilities reflected or reserved against in the Financial Statements (ii) liabilities incurred in connection with the transactions contemplated by this Agreement or the other Transaction Documents, (iii) which individually do not exceed NOK 20,000 andliabilities otherwise specifically identified in Schedule 3.10(d) of the Company Disclosure Letter, (iv) Retained Liabilities, (v) Liabilities mentioned in Section 2.3(a)(i), or (iv) liabilities incurred by Seller in the aggregateOrdinary Course since December 31, do not exceed NOK 250,0002013 (none of which are liabilities resulting from any violation of Legal Requirements or breach of Contract).

Financial Statements; No Undisclosed Liabilities. (a) True Schedule 4.5(a) of the Company Disclosure Schedule sets forth true and complete copies of the audited balance sheet sheets and related statements of operations, retained earnings and cash flows for the Company for the years ended December 31 2000 and 2001, in each case reviewed by the independent public accountants of the Company whose reports are attached thereto (the "Annual Statements") and the balance sheets and related statements of operations for the three month period ended as at of March 31, 2001 and 2002 and for the one month period ended April 30, 2002 (the "Interim Statements" and, together with the Annual Statements, the "Financial Statements"). The December 31, 2015 and December 31, 2014, and the related audited statements of income, cash flow, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditor (collectively 2001 balance sheet is referred to herein as the “Financial Statements”"2001 Balance Sheet." (b) and the unaudited balance sheet of the Company as at May 31, 2016, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), are attached hereto as Section 3.7(a) of the Disclosure Schedule. Each of the Financial Statements and the Interim Financial Statements (i) are correct and complete in all material respects and have has been prepared in accordance with based on the books and records of the Company, (ii) have been prepared Company in accordance with the Accounting Principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes theretoGAAP, and further except for the Interim Financial Statements) and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, subject in the case of the Interim Financial StatementsStatements to normal, to normal and recurring year-end adjustments (which will not, individually or in the aggregate be material), and the Company's normal accounting practices, consistent with past practice and with each other, and present fairly the financial condition, results of operations and statements of cash flow of the Company as of the dates or for the periods indicated; (ii) contains and reflects all necessary adjustments, accruals, provisions and allowances for a fair presentation of the financial condition and the results of operations of the Company for the periods covered by such financial statement, subject in the case of the Interim Statements to normal, recurring year-end adjustments (which will not, individually or in the aggregate be material); (iii) to the extent applicable, contains and reflects adequate provisions for all reasonably anticipated Liabilities for all Taxes with respect to the periods then ended and all prior periods; and (iv) with respect to Contracts for the sale of homes or the provision of services by the Company, contains and reflects adequate reserves for all reasonably anticipated losses and costs and expenses in excess of receipts. No financial statements of any Person other than the Company are required by GAAP to be included in the Financial Statements. The Financial Statements do not contain any items of a special or nonrecurring nature, except as expressly stated therein. (c) Except as set forth on Schedule 4.5(c) of the Company Disclosure Schedule, there are no Liabilities of the Company other than: (i) Liabilities accrued on the 2001 Balance Sheet; (ii) Liabilities specifically disclosed and identified as such in the schedules of this Agreement; and (iii) Liabilities incurred since the date of the 2001 Balance Sheet that have been incurred in the ordinary course of business of the Company and that do not, and will not, individually or in the aggregate, be materialhave a Material Adverse Effect on the Company. (bd) Except The Debt as and to the extent adequately accrued or reserved against in the audited balance sheet disclosed on Schedule 4.5(d) of the Company as at December 31, 2015 (such balance sheet, together with Disclosure Schedule represents all related notes and schedules thereto, of the “Balance Sheet”), the Company has no liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet Debt of the Company or disclosed in the notes thereto, except for liabilities and obligations (i) set forth in the Interim Financial Statements, (ii) incurred in the ordinary course of business consistent with past practice since the date all of the Balance Sheet Debt that are not, individually or in encumbers any of the aggregate, material to real property that is the Company or (iii) which individually do not exceed NOK 20,000 and, in subject of the aggregate, do not exceed NOK 250,000Transaction Documents that will be outstanding as of the Closing Date.

Financial Statements; No Undisclosed Liabilities. (a) True and complete Attached to Schedule 6.07(a) are copies of (i) the audited consolidated balance sheet of the Company Solara Medical Supplies, LLC, a California limited liability company, as at of December 31, 2015 and December 31, 2014, 2018 and the related audited consolidated statements of incomeincome and cash flows for the fiscal year ended December 31, 2018 (the “2018 Year-End Financial Statements”), (ii) the unaudited consolidated balance sheet of Solara Medical Supplies, LLC, a California limited liability company, as of December 31, 2019 and the related unaudited consolidated statements of income and cash flowflows for the fiscal year ended December 31, retained earnings, shareholders’ equity and changes in financial position of 2019 (the Company“2019 Year-End Financial Statements” and, together with all the 2018 Year-End Financial Statements, the “Year-End Financial Statements”) and (iii) the unaudited consolidated balance sheet of Solara Medical Supplies, LLC as of April 30, 2020 (the “Latest Balance Sheet”) and the related notes unaudited consolidated statements of income and schedules theretocash flows for the four-month period then ended (collectively, accompanied by with the reports thereon of Latest Balance Sheet, the Company’s independent auditor (“Interim Financial Statements” and collectively referred to as with the Year-End Financial Statements, the “Financial Statements”) and the unaudited balance sheet of the Company ). Except as at May 31, 2016, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”set forth on Schedule 6.07(a), are attached hereto as Section 3.7(a) of the Disclosure Schedule. Each of the Financial Statements and the Interim Financial Statements (i) are correct and complete fairly present, in all material respects the financial position and results of operations of the Company and its Subsidiaries, as of the dates and for the periods referred to therein and have been prepared in accordance with the books and records of the Company, (ii) have been prepared in accordance with the Accounting Principles GAAP applied on a consistent basis throughout the periods indicated period involved (except as may be indicated in the notes thereto, and further except for the Interim Financial Statements) and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal the historical past practices of the Company and recurring its Subsidiaries (including audit adjustments to non-cash items at year-end end, which adjustments that will notinclude goodwill and deferred Taxes, individually and the lack of footnote disclosures and other presentation items)). The Financial Statements are based on the books and records of the Company, and fairly present, in all material respects, the financial condition of the Company for the periods indicated. The Financial Statements do not misstate, in any material respect, the financial position and results of operations and cash flow of the Company and its Subsidiaries, as applicable, as of the date thereof, or in for the aggregateperiod related thereto, be materialas applicable. (b) Except as set forth on Schedule 6.07(b), the Company and to the extent adequately its Subsidiaries do not have any liabilities or obligations, except (i) liabilities accrued on or reserved against in the audited balance sheet of the Company as at December 31, 2015 (such balance sheet, together with all related notes and schedules thereto, the “Latest Balance Sheet”), the Company has no liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet of the Company Sheet or disclosed in the notes thereto, except for liabilities and obligations (i) set forth in to the Interim other Financial Statements, (ii) incurred liabilities that have arisen since the date of the Latest Balance Sheet in the Ordinary Course of Business, (iii) liabilities to be included in the computation of Funded Debt outstanding as of immediately prior to the Closing, the Transaction Expenses Amount or Working Capital, (iv) liabilities disclosed on another section of the Schedules and (v) other liabilities or obligations which would not result in a Material Adverse Effect. (c) Except as set forth on Schedule 6.07(c), the Company and its Subsidiaries have established a system of internal controls over financial reporting sufficient in all material respects to provide reasonable assurance (in light of the fact that the neither the Company nor any of its Subsidiaries is subject to the requirements imposed upon a publicly-traded company) (i) regarding the reliability of its financial reporting and the preparation of its annual financial statements in accordance with GAAP, (ii) that material receipts and expenditures are being made and material assets are being accounted for only in accordance with the authorization of its management and directors and GAAP, and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of assets. The Company, based on its most recent evaluation of the Company’s internal control over financial reporting prior to the date hereof, has not identified (i) any significant deficiencies and material weaknesses in the design or operation of the Company’s internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (d) All inventory of the Company and its Subsidiaries is valued on the books and records of the Company in accordance with GAAP in all material respects and at the lower of cost or net realizable value, based upon the first-in, first out method of accounting, and consists of a quality and quantity useable and saleable in the ordinary course of business, except for obsolete, damaged, defective or slow-moving items, all of which have been written off or written down to net realizable value or for which reserves have been established in accordance with GAAP. All such inventory is owned by the Company or its Subsidiaries free and clear of all Liens (other than Permitted Liens), and no such inventory is held on a consignment basis. (i) All of the accounts and notes receivable of the Company and its Subsidiaries have arisen from bona fide transactions in the ordinary course of business consistent with past practice since and are properly reflected on the Company’s and its Subsidiaries’ books and records and the Financial Statements in accordance with GAAP applied in a manner consistent with the Financial Statements, (ii) all reserves and allowances have been made on the books of the Company and its Subsidiaries, as applicable, in accordance with the GAAP applied in a manner consistent with the Financial Statements, (iii) the accounts receivable of the Company and its Subsidiaries that are reflected on the Latest Balance Sheet represent, as of the date of the Latest Balance Sheet that are notSheet, individually or receivables arising in the aggregateOrdinary Course of Business with third parties from sales actually made or services actually performed, material and (iv) no Person has any lien on such receivables or any part thereof, and no agreement for deduction, free services or goods, discount or other deferred price or quantity adjustment will have been made with respect to any such receivables as of the Company or (iii) which individually do not exceed NOK 20,000 and, in the aggregate, do not exceed NOK 250,000Closing.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of the audited The consolidated balance sheet of the Company Borrower and its Subsidiaries as at of December 31, 2015 and December 31, 2014, and 1999 that is attached hereto as Schedule 3.10(a) fairly presents the related audited statements of income, cash flow, retained earnings, shareholders’ equity and changes in consolidated financial position of the CompanyBorrower and its Subsidiaries as of such date, together in accordance with all related notes GAAP consistently applied (except as otherwise specifically indicated therein). The consolidated statements of income and schedules thereto, accompanied by the reports thereon cash flows of the Company’s independent auditor (collectively referred to as the “Financial Statements”) Borrower and the unaudited balance sheet of the Company as at May 31, 2016, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), its Subsidiaries that are attached hereto as Section 3.7(a) of the Disclosure Schedule. Each of the Financial Statements and the Interim Financial Statements Schedule 3.10 (i) are correct and complete in all material respects and have been prepared in accordance with the books and records of the Company, (iia) have been prepared in accordance conformity with the Accounting Principles GAAP applied on a consistent basis throughout through all the periods indicated involved (except as may be otherwise specifically indicated in the notes thereto, and further except for the Interim Financial Statementstherein) and (iii) fairly present, in all material respects, present the financial position, consolidated results of operations and cash flows of each of the Company as at the respective dates thereof Borrower and its Subsidiaries for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be materialindicated. (b) Except as As of the date of this Agreement and the Funding Date, any projections provided to the extent adequately accrued or reserved against Arrangers, including the financial and other information provided by the Borrower for use in the audited balance sheet syndication of the Company as at December 31, 2015 Senior Credit Facility in effect on the Issue Date (such balance sheet, together with all related notes and schedules thereto, including the “Balance Sheet”information contained in Schedule 3.10(b)), were prepared in good faith with a reasonable basis for the Company assumptions and conclusions reached therein and on a basis reasonably consistent with the Borrower's historical financial data, and no information has no liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by come to the Accounting Principles to be reflected in a balance sheet attention of the Company Borrower that would lead the Borrower to believe that such projections are no longer based on reasonable assumptions or disclosed in that the notes theretoconclusions reached therein are no longer valid. (c) The historical and pro forma financial statements attached hereto as Schedule 3.10 (a) comply as to form with the requirements applicable to such financial statements in, and constitute all of the financial statements required by, Regulation S-X of the Securities Act for a Form S-1 registration statement. (d) Neither the Borrower nor any of its Subsidiaries (prior to giving effect to the consummation of the Transactions) has any liability (direct or contingent) except for liabilities and obligations (i) set forth those shown on the most recent audited balance sheets described in the Interim Financial StatementsSection 3.10(a), (ii) those incurred under the Transaction Documents, (iii) those incurred in connection with borrowings under the Senior Credit Facility, (iv) those incurred under the Loan Agreement dated as of March 31, 1999 by and among Crown Atlantic Holdco Sub LLC, as the borrower, Key Corporate Capital Inc., as agent, and the financial institutions listed therein and (v) those incurred in the ordinary course of business consistent with past practice since the date of such audited balance sheets. (e) For purposes of this Section 3.10, all financial statements required pursuant to Section 5.5 of this Agreement, once approved by the Balance Sheet that are notLenders, individually or in the aggregateshall be added to Schedule 3.10 (a) as appropriate, material and shall become subject to the Company or (iiiBorrower's representations contained in Sections 3.10(a) which individually do not exceed NOK 20,000 and, in the aggregate, do not exceed NOK 250,000through 3.10(d) above.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of the audited consolidated balance sheet of the Company and its Subsidiaries as at December 31, 2015 and December 31, 20142009, and the related audited consolidated statements of income, cash flow, retained earnings, shareholdersstockholders’ equity and changes in financial position of the CompanyCompany and its Subsidiaries, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditor auditors (collectively referred to as the “Financial Statements”) and the unaudited consolidated balance sheet of the Company and its Subsidiaries as at May 31November 30, 2016, 2010 and the related consolidated statements of income, retained earnings, shareholdersstockholders’ equity and changes in financial position of the Company, together with all related notes Company and schedules thereto its Subsidiaries (collectively referred to as the “Interim Financial Statements”), are attached hereto as Section 3.7(a3.6(a) of the Disclosure ScheduleLetter. Each of the Financial Statements and the Interim Financial Statements (i) are correct and complete in all material respects and have been prepared in accordance with the books and records of the Company, Company and its Subsidiaries; (ii) except as set forth on Section 3.6(a) of the Disclosure Letter, have been prepared in accordance with the Accounting Principles GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto, and further except for the Interim Financial Statements) indicated; and (iii) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, not be material. (b) Except as and to the extent adequately accrued or reserved against in the audited unaudited consolidated balance sheet of the Company and its Subsidiaries as at December 31November 30, 2015 2010 (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”), neither the Company nor any of its Subsidiaries has no any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles GAAP to be reflected in a consolidated balance sheet of the Company and its Subsidiaries or disclosed in the notes thereto, except for Transaction Expenses and for liabilities and obligations (i) set forth in the Interim Financial Statementsobligations, (ii) incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet Sheet, that are not, individually or in the aggregate, material to the Company or (iii) which individually do not exceed NOK 20,000 its Subsidiaries. Without limiting the foregoing, all principal and interest due under any prior Debt of the Company and its Subsidiaries has been paid or otherwise satisfied in full, and was properly recorded on the financial statements and, to the extent required by applicable Law the Tax Returns, of the Company and its Subsidiaries. (c) Anything to the contrary in this Agreement notwithstanding, the aggregatefinancial statements of the Company’s Danish subsidiary, do not exceed NOK 250,000InMoTx Europe A/S, have been prepared and presented in accordance with accounting principles generally accepted in Denmark.

Financial Statements; No Undisclosed Liabilities. (a) True Prior to the execution of this Agreement, the Company has delivered to Parent true, correct and complete copies of the audited balance sheet following financial statements (which are set forth in Section 3.7(a) of the Company Disclosure Schedule): (i) the Company’s consolidated audited balance sheets as at of December 31, 2015 2018, 2017 and December 31, 2014, 2016 and the related consolidated audited statements of income, cash flowcomprehensive income, retained earnings, shareholdersstockholders’ equity and changes in financial position of cash flows for the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditor fiscal years then ended (collectively referred to as the “Financial Statements”) and the unaudited balance sheet of the Company as at May 31, 2016, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Audited Financial Statements”), are attached hereto as Section 3.7(a) together with a true, correct and complete copy of the Disclosure Schedulereport on such audited information by the Company’s independent accountants, and all letters from such accountants with respect to the results of such audits; and (ii) the Company’s consolidated unaudited balance sheets as of June 30, 2019 and the related consolidated unaudited statements of income for the six-month period then ended (the “Company Unaudited Financial Statements”). Each of the The Company Audited Financial Statements and the Interim Company Unaudited Financial Statements are collectively referred to in this Agreement as the “Company Financial Statements”. All such Company Financial Statements (i) are correct and complete in all material respects and have been were prepared in accordance with the books and records of the CompanyGAAP, (ii) have been prepared in accordance with the Accounting Principles applied on a consistent basis throughout the periods indicated fairly present (except as may be indicated in the notes thereto, and further except for the Interim Financial Statements) and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Company Unaudited Financial Statements, to normal and recurring year-end adjustments that which will not, individually or in the aggregate, be materialmaterially adverse and to the absence of footnote disclosures that, if presented, would not differ materially from those included in the most recent Company Audited Financial Statements) in all material respects its financial condition and results of operations at and as of the respective dates thereof and for the respective periods covered thereby and (iii) are supported by and consistent with the general ledger and detailed trial balances of investment securities, loans and commitments, depositors’ accounts and cash balances on deposit with other institutions, true, correct and complete copies of which have been made available to Parent. (b) Except as Neither the Company nor Company Bank has any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to the extent adequately accrued become due), except for those liabilities that (i) are reflected or reserved against in on the audited balance sheet of the latest Company as at December 31, 2015 (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”), the Company has no liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for liabilities and obligations (i) set forth in the Interim Financial Statements, (ii) were incurred in the ordinary course of business consistent business, (iii) are incurred in connection with past practice since this Agreement and the date transactions contemplated hereby or (iv) are set forth in Section 3.7(b) of the Balance Sheet Company Disclosure Schedule. (c) Each of the Company and Company Bank maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal accounting controls, which provide assurance that: (A) transactions are executed with management’s authorization; (B) transactions are recorded as necessary to permit preparation of the consolidated financial statements of the Company in accordance with GAAP and to maintain accountability for the Company’s consolidated assets; (C) access to the Company’s assets is permitted only in accordance with management’s authorization; (D) the reporting of the Company’s assets is compared with existing assets at regular intervals; and (E) accounts, notes and other receivables and assets are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. Such records, systems, controls, data and information of the Company and Company Bank is recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are not, individually or in under the aggregate, material to exclusive ownership and direct control of the Company or Company Bank. (iiid) which individually do not exceed NOK 20,000 andSince January 1, 2016, neither the Company nor Company Bank, nor to the Company’s Knowledge, any director, officer, employee, auditor, accountant or representative of the Company or Company Bank, has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding a material weakness, significant deficiency or other defect or failure in the aggregateaccounting or auditing practices, do not exceed NOK 250,000procedures, methodologies or methods of the Company or Company Bank or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or Company Bank has engaged in questionable accounting or auditing practices.

Financial Statements; No Undisclosed Liabilities. (a) True Attached as Schedule 3.05(a)(i) of the Disclosure Letter are true, correct and complete copies of (A) the audited balance sheet unaudited statements of assets, liability and members’ capital of the Company Seller as at of December 31, 2015 2021 and December 31, 2014, and the related audited statements of income, cash flow, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditor (collectively referred to as the “Financial Statements”) and the unaudited balance sheet of the Company as at May 31, 20162020, and the related statements of income, retained earnings, shareholders’ equity revenues and expenses and statements of changes in financial position members’ capital of the CompanySeller for the fiscal years ended December 31, together with all related notes 2021 and schedules thereto December 31, 2020 (collectively referred to as the “Interim Seller 2021 and 2020 GAAP Financial Statements”), are attached hereto as Section 3.7(a(B) the audited statement of assets, liability and members’ capital of the Disclosure Schedule. Each Seller as of December 31, 2019, and the related statement of revenues and expenses and statement of changes in members’ capital of the Seller for the fiscal year ended December 31, 2019 (the “Seller Year-End 2019 Financial Statements”, and together with the Seller 2021 and 2020 GAAP Financial Statements, the “Seller Year-End Financial Statements”) and (C) the unaudited statement of assets, liability and members’ capital of the Seller as of September 30, 2022 (the “Seller Interim Balance Sheet”) and the related statement of revenues and expenses and statement of changes in members’ capital for the nine-month period then ended (the “Seller Interim Financial Statements,” and together with the Seller Year-End Financial Statements, the “Seller Pre-Signing Financial Statements”). Except with respect to the Seller Year-End 2019 Financial Statements and the Seller Interim Balance Sheet, the Seller Pre-Signing Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved, subject, in the case of the Seller Interim Financial Statements, to normal year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Seller Year-End Financial Statements). The Seller Year-End 2019 Financial Statements (i) and the Seller Interim Balance Sheet have each been prepared in accordance with the cash basis method of accounting applied on a consistent basis throughout the periods involved. The Seller Pre-Signing Financial Statements fairly present in all material respects the financial condition of the Seller as of the respective dates they were prepared and the results of the operations of the Seller for the periods indicated. The books of account and financial records of the Seller are true and correct and complete in all material respects and have been prepared and are maintained in accordance with sound accounting practice. (b) In the books and records event that the Seller provides to the Buyer prior to the Closing Date copies of the Companyaudited statements of assets, liability and members’ capital of the Seller as of December 31, 2022 and December 31, 2021, and the related statements of revenues and expenses and statements of changes in members’ capital of the Seller for the fiscal years ended December 31, 2022 and December 31, 2021 (such financial statements, the “Seller Post-Signing Audited Statements,” and such date of delivery, if prior to the Closing Date, the “Seller Post-Signing Audited Statement Delivery Date”), the Seller Post-Signing Audited Statements will (i) be true, correct and complete in all respects, (ii) have been be prepared in accordance with the Accounting Principles GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto, and further except for the Interim Financial Statements) involved and (iii) fairly present, present in all material respects, respects the financial position, results of operations and cash flows condition of the Company Seller as at of the respective dates thereof they were prepared and the results of the operations of the Seller for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be materialindicated. (bc) Except as and to the extent adequately accrued or reserved against in the audited balance sheet As of the Company date hereof and as at December 31, 2015 (such balance sheet, together with all related notes and schedules theretoof the Closing Date, the “Balance Sheet”), the Company has no liability or obligation of Seller does not have any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not Liabilities that would be required by the Accounting Principles to be reflected in disclosed on a balance sheet of the Company or disclosed prepared in accordance with GAAP (including the notes thereto), except for liabilities and obligations (i) Liabilities set forth in on the Seller Interim Financial StatementsBalance Sheet, (ii) Liabilities incurred after September 30, 2022 in the ordinary course of business consistent with past practice since the date of the Balance Sheet that and which are not, individually or in the aggregate, material to the Company or in amount, (iii) which individually do Liabilities incurred in connection with this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, and (iv) Liabilities set forth on Schedule 3.05(c)(i) of the Disclosure Letter. Except as otherwise set forth on Schedule 3.05(c)(ii) of the Disclosure Letter, the Seller does not exceed NOK 20,000 and, have any Liability in respect of clause (a) of the aggregate, do not exceed NOK 250,000definition of “Indebtedness”.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies Schedule 2.5(a) of the audited Disclosure Letter sets forth (i) the unaudited balance sheet sheets and statements of income (loss) and cash flows of the Company as at December and for the three (3) fiscal years ended January 31, 2015 2018, 2019, and December 2020 and accompanying notes (the “Annual Financial Statements”) and (ii) an unaudited balance sheet and statements of cash flows of the Company at and for the four (4) month period ended May 31, 20142020 (the “Interim Financial Statements” and collectively with the Annual Financial Statements, and the related audited statements of income, cash flow, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditor (collectively referred to as the “Financial Statements”) and the unaudited balance sheet of the Company as at May 31, 2016, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), are attached hereto as Section 3.7(a) of the Disclosure Schedule. Each of the Financial Statements and the Interim The Financial Statements (i) are correct accurate, complete, and complete in all material respects and have been prepared in accordance consistent with the books and records of the Company, (ii) have been prepared in accordance conformity with the Accounting Principles applied GAAP on a basis consistent basis throughout the periods indicated (except as may be indicated in the notes theretowith prior accounting periods, and further except for the Interim Financial Statements) absence of footnotes, and (iii) fairly present, in all material respects, the financial position, results of operations operations, and cash flows changes in financial position of the Company as at of the respective dates thereof and for the respective periods indicated thereinindicated, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, solely to the type of normal and recurring year-period end adjustments that will notadjustments, none of which individually or in the aggregate, aggregate are or will be material. (b) Except as and to the extent adequately accrued or reserved against material in the audited amount. The balance sheet of the Company as at December of May 31, 2015 2020 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet Date”) is herein referred to as the “Company Balance Sheet.”), the (b) The Company has no liability or obligation Liabilities of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for liabilities and obligations nature other than (i) those set forth or adequately provided for in the Interim Financial StatementsCompany Balance Sheet, (ii) those incurred in the conduct of the Company’s business since the Company Balance Sheet Date in the ordinary course of business consistent with past practice and do not result from any breach of Contract, warranty, infringement, tort or violation of Applicable Law, (iii) those incurred by the Company in connection with the execution of this Agreement and the Operative Documents, and (iv) those arising under Contracts (other than as a result of a default or breach thereof) in accordance with their terms and which are readily apparent from the actual text of the Contracts. Except for Liabilities reflected in the Financial Statements, the Company has no off-balance sheet Liability of any nature to, or any financial interest in, any third parties or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Company. (c) The Company is not a guarantor, indemnitor, surety, or other obligor of any indebtedness of any other Person. The Company has delivered to Parent accurate and complete copies of all management letters received from accountants of the Company relating to the Company’s financial statements, accounting controls, and all related matters, if any. There has been no incidence of Fraud committed by any current or former Company Service Providers with respect to the preparation of the Financial Statements. (d) The Company maintains a system of internal accounting controls reasonably designed to provide that: (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with applicable GAAP, except the absence of footnotes, and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is done in accordance with GAAP, and (v) the obligations of the Company are satisfied in a timely manner and as required under the terms of each Contract to which the Company is a party or by which the Company is bound. The Company has no unremedied significant deficiencies or material weaknesses (as such terms are defined under GAAP) in the design or operation of internal control over financial reporting. There are no significant deficiencies or material weaknesses in the design or operation of the Company’s internal controls that could adversely affect the Company’s ability to record, process, summarize and report financial data. There has been no change in the Company accounting policies since the date Company’s inception, except as described in the Financial Statements. (e) The Company has not applied for or accepted either (i) any loan pursuant to the Paycheck Protection Program in Section 1102 and Section 1106 of the Balance Sheet that are notCARES Act, individually or in the aggregaterespectively, material (ii) any funds pursuant to the Company Economic Injury Disaster Loan program or an advance on an Economic Injury Disaster Loan pursuant to Section 1110 of the CARES Act, or (iii) which individually do not exceed NOK 20,000 andany loan or funds from similar Applicable Laws enacted by Governmental Bodies in any state, local, or foreign jurisdictions in the aggregate, do not exceed NOK 250,000response to COVID-19.

Financial Statements; No Undisclosed Liabilities. (a) True and complete The Company has made available to Purchaser copies of the following consolidated financial statements for the Company (collectively, the “Financial Statements”): (i) the Company’s audited consolidated balance sheet of the Company as at December 31, 2015 and December 31, 2014, and the related audited consolidated statements of income, cash flow, retained earnings, flows and changes in shareholders’ equity as of and changes in financial position of for the Companyyears ended December 31, together with all related notes 2011, and schedules theretoDecember 29, accompanied by the reports thereon of 2012, and (ii) the Company’s independent auditor unaudited interim consolidated balance sheet as of and for the ten months ending October 31, 2013 (collectively referred to as the “Financial StatementsMost Recent Balance Sheet”) and the unaudited balance sheet related statement of the Company as at May 31, 2016, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), are attached hereto as Section 3.7(a) of the Disclosure Scheduleincome for such period. Each of the The Financial Statements and the Interim Financial Statements (i) are correct and complete in all material respects and have been prepared in accordance with the Company’s and its Subsidiaries’ books of account and related records of the Company, (ii) have been prepared in accordance with the Accounting Principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto, and further except for the Interim Financial Statements) and (iii) fairly present, in all material respects, the consolidated financial position, condition of the Company and its Subsidiaries at the dates therein indicated and the combined results of operations and cash flows of the Company as at the respective dates thereof and its Subsidiaries for the respective periods indicated thereintherein specified in accordance with GAAP, except (i) as otherwise noted therein and subject, may be indicated in the case of footnotes to such financial statements and (ii) that the Interim Financial Statements, unaudited financial statements do not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be materialadjustments. (b) Except The accounts receivable of the Company and its Subsidiaries (collectively, the “Accounts Receivable”) represent valid obligations arising from transactions actually made or services actually performed by the Company and its Subsidiaries in the Ordinary Course of Business. Unless paid on or prior to the Closing Date, the Accounts Receivable will be, as of the Closing Date, collectible in the Ordinary Course of Business, net of the respective reserves shown on the Closing Balance Sheet (which reserves are adequate and calculated in compliance with GAAP consistently applied). There is no contest, claim or right of setoff, relating to the amount and validity of any of the Accounts Receivable. (c) All inventory of the Company and its Subsidiaries reflected in the Financial Statements and in the calculation of the Estimated Working Capital is merchantable and fit for the purpose for which it was procured or manufactured, consisting of items of a quality and quantity usable and saleable in the Ordinary Course of Business, and is not physically damaged, obsolete or discontinued, except to the extent adequately accrued or reserved against in the audited balance sheet of the Company as at December 31, 2015 (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”), the Company has no liability or obligation of any nature, whether accrued, absolute, contingent reserve on the Financial Statements or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for liabilities and obligations (i) set forth in the Interim Financial Statements, (ii) incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet that are not, individually or in the aggregate, material to the Company or (iii) which individually do not exceed NOK 20,000 and, in the aggregate, do not exceed NOK 250,000Estimated Working Capital.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of The Company has delivered to Acquirer its audited, consolidated financial statements for the audited balance sheet of the Company as at 12-month periods ended December 31, 2015 2019 and December 31, 20142020, and unaudited, consolidated financial statements for the related audited six-month period ended June 30, 2021 (including, in each case, balance sheets, statements of incomeoperations and statements of cash flows) (collectively, cash flow, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditor (collectively referred to as the “Financial Statements”), which are included as Schedule 2.4(a) and the unaudited balance sheet of the Company as at May 31, 2016, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), are attached hereto as Section 3.7(a) of the Disclosure ScheduleLetter. Each of the Financial Statements and the Interim The Financial Statements (i) are correct derived from and complete in all material respects and have been prepared in accordance with the books and records of the CompanyCompany in all material respects, (ii) have been prepared complied in accordance all material respects as to form with the Accounting Principles applied on a consistent basis throughout the periods indicated (except applicable accounting requirements with respect thereto as may be indicated in the notes theretoof their respective dates, and further except for the Interim Financial Statements) and (iii) fairly and accurately present, in all material respects, the consolidated financial position, condition of the Company at the dates therein indicated and the consolidated results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and specified (subject, in the case of the Interim Financial Statementsunaudited interim period financial statements, to normal and recurring year-end adjustments audit adjustments, none of which individually or in the aggregate are or will be material in amount), (iv) are true, correct and complete in all material respects and (v) were prepared in accordance with GAAP, except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods involved. (b) The Company does not have any Liabilities of any nature other than (i) those set forth and adequately provided for in the balance sheet included in the Financial Statements as of June 31, 2021 (such date, the “Company Balance Sheet Date” and such balance sheet, the “Company Balance Sheet”) (ii) those incurred in the conduct of the Company’s business since the Company Balance Sheet Date in the ordinary course of business that will notare of the type that ordinarily recur and, individually or in the aggregate, be material. are not material in nature or amount, and do not result from any breach of Contract, warranty, infringement, tort or violation of Law, (biii) Except as and to the extent adequately accrued or reserved against in Unpaid Company Transaction Expenses, (iv) those that are executory obligations under the audited balance sheet Contracts of the Company as at December 31made available to Acquirer, 2015 or (such balance sheetv) those that would not, together with all related notes and schedules theretoor would not reasonably be expected to, be material to the “Balance Sheet”)Company or the Business. Except for Liabilities reflected in the Financial Statements, the Company has no liability off-balance sheet Liability of any nature to, or any financial interest in, any third parties or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Company. All reserves that are set forth in or reflected in the Company Balance Sheet have been established in accordance with GAAP consistently applied and are adequate. The Financial Statements comply in all material respects with the Financial Accounting Standards Board Accounting Standards Codification 985-605. Without limiting the generality of the foregoing, the Company has never guaranteed any debt or other obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet other Person. (c) Schedule 2.4(c) of the Company Disclosure Letter sets forth a true, correct and complete list of all Company Debt, including, for each item of Company Debt, the agreement governing the Company Debt and the interest rate, maturity date, any assets securing such Company Debt and any prepayment or disclosed other penalties payable in connection with the notes thereto, except for liabilities repayment of such Company Debt at the Closing. (d) Schedule 2.4(d) of the Company Disclosure Letter sets forth the names and obligations locations of all banks and other financial institutions at which the Company maintains accounts and the names of all Persons authorized to make withdrawals therefrom. (ie) set forth in The accounts receivable of the Interim Financial Statements, Company (iithe “Accounts Receivable”) incurred as reflected on the Company Balance Sheet arose in the ordinary course of business consistent with past practice since and represent bona fide claims against debtors for sales and other charges, and have been collected or, to the date knowledge of the Company, are collectible in the book amounts thereof, less an amount not in excess of the allowance for doubtful accounts provided for in the Company Balance Sheet. Allowances for doubtful accounts have been prepared in accordance with GAAP consistently applied. The Accounts Receivable arising after the Company Balance Sheet Date and before the Closing Date (i) arose or shall arise in the ordinary course of business, (ii) represented or shall represent bona fide claims against debtors for sales and other charges and (iii) have been collected or, to the knowledge of the Company, are collectible in the book amounts thereof, less allowances for doubtful accounts determined in accordance with GAAP consistently applied and the Company’s past practice. None of the Accounts Receivable is subject to any outstanding written claim of offset, recoupment, set-off or counter-claim and, to the knowledge of the Company, there are no facts or circumstances (whether asserted or unasserted) that would reasonably be expected to give rise to any such claim. Except as listed on Schedule 2.4(e) of the Company Disclosure Letter, no Person has any Encumbrance on any Accounts Receivable (other than Permitted Encumbrances). (f) The Company has established and maintains a system of internal accounting controls sufficient to provide reasonable assurances (i) that transactions, receipts and expenditures of the Company are being executed and made in accordance with appropriate authorizations of its management and Company Board in all material respects, (ii) that transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP in all material respects and (B) to maintain accountability for assets, and (iii) for the prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Company. Since January 1, 2020, none of the Company, the Company’s independent auditors nor, to the knowledge of the Company, any current or former employee, consultant or director of the Company, has identified or been made aware of any fraud, whether or not material, that involves Company’s management or other current or former employees, consultants or directors of the Company who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company, or any claim or allegation regarding any of the foregoing. None of the Company and, to the knowledge of the Company, any Representative of the Company has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, in each case, regarding deficient accounting or auditing practices, procedures, methodologies or methods of the Company, any of their internal accounting controls or any material inaccuracy in the financial statements of the Company. There are no significant deficiencies or material weaknesses in the design or operation of the internal controls of the Company that would reasonably be expected to adversely affect the ability of the Company to record, process, summarize and report financial data. At the Company Balance Sheet Date, there were no material loss contingencies (as such term is used in Financial Accounting Standards Board Accounting Standards Codification Topic 450) that are not, individually or not adequately provided for in the aggregateCompany Balance Sheet as required by such Topic 450. (g) Except as set forth on Schedule 2.4(g) of the Company Disclosure Letter, material the Company has not applied for or accepted (i) any loan pursuant to the Company PPP in Section 1102 and Section 1106 of the CARES Act, respectively, (ii) any funds pursuant to the Economic Injury Disaster Loan program or an advance on an Economic Injury Disaster Loan pursuant to Section 1110 of the CARES Act or (iii) which individually do not exceed NOK 20,000 and, in the aggregate, do not exceed NOK 250,000any other similar grant.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of Set forth on Schedule 3.7(a) are: (i) the audited consolidated balance sheet sheets of the Company and Excel Leasing as at of December 31, 2015 2021 and 2022; (ii) the related audited consolidated statements of operation for the years ended December 31, 2014, 2021 and 2022; (iii) the related audited consolidated statements of incomecash flows for the years ended December 31, cash flow, retained earnings, shareholders’ equity 2021 and changes in financial position of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditor 2022; (collectively referred to as the “Financial Statements”iv) and the an unaudited balance sheet of the Company as at May 31for the nine months ended September 30, 2016, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto 2023 (collectively referred to as the “Interim Balance Sheet”); and (v) the related unaudited statements of profit and loss and cash flows for the nine months ended September 30, 2023 (the foregoing financial statements, collectively, the “Financial Statements”), are attached hereto as Section 3.7(a) of the Disclosure Schedule. Each of the Financial Statements and the Interim The Financial Statements (i) are correct and complete in all material respects and have been prepared in accordance with from the books and records of the CompanyCompany in accordance with GAAP, consistently applied, (ii) have been prepared are correct in accordance with the Accounting Principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes theretoall material respects, and further except for the Interim Financial Statements) and (iii) fairly presentpresent fairly, in all material respects, changes in shareholders equity, the financial position, condition and results of operations and cash flows of the Company as at of the respective dates thereof and for the respective periods indicated thereincovered thereby, except as otherwise noted therein and subject, in the case of the Interim unaudited Financial Statements, to normal and recurring year-end adjustments that (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 are correct, 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. No financial statements of any Person other than the Company are required by GAAP to be included in the Company’s financial statements. (b) Except as and to the extent adequately accrued The Company does not have any Liabilities, except: (i) Liabilities reflected on, or reserved against in the audited balance sheet of the Company as at December 31, 2015 (such balance sheet, together with all related notes and schedules theretoin, the “Balance Sheet”), the Company has no liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for liabilities and obligations (i) set forth in the Interim Financial Statements, ; (ii) incurred in the ordinary course of business consistent with past practice Liabilities that have arisen since the date of the Interim Balance Sheet that are not, individually or in the aggregateOrdinary Course of Business, material to the Company none of which is a Liability resulting from or arising out of any breach of contract, breach of warranty, tort, infringement, misappropriation, or violation of Law; and (iii) which individually do not exceed NOK 20,000 andLiabilities set forth on Schedule 3.7(b). (c) The Company maintains 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) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There has never been (x) any significant deficiency or material weakness in any system of internal accounting controls used by the Company, (y) any fraud or other wrongdoing that involves any of the management or other employees of the Company who have a role in the aggregatepreparation of financial statements or the internal accounting controls used by the Company, do not exceed NOK 250,000or (z) any claim or allegation regarding any of the foregoing. (d) Schedule 3.7(d) sets forth a correct list of all Indebtedness of the Company and identifies for each item of Indebtedness the outstanding amount thereof as of the date of this Agreement.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of the audited balance sheet consolidated financial statements of the Company and its Subsidiaries as at December 31, 2015 and December 31, 2014, and the related audited statements of income, cash flow, retained earnings, shareholders’ equity and changes in financial position of the Company2016, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditor auditors (collectively referred to as the “Financial Statements”) and the unaudited balance sheet consolidated financial statements of the Company and its Subsidiaries as at May December 31, 20162017 and January 31, 2018 (the “Balance Sheet Date” and the related balance sheet included in such financial statements of income, retained earnings, shareholders’ equity and changes in financial position as of the CompanyBalance Sheet Date, together with all related notes and schedules thereto thereto, the “Balance Sheet”) (collectively collectively, such financial statements referred to as the “Interim Financial Statements”), are attached hereto as Section Schedule 3.7(a) of the Disclosure ScheduleSchedules. Each of the Financial Statements and the Interim Financial Statements (i) are correct and complete in all material respects and have been prepared in accordance with the books and records of the CompanyCompany and its Subsidiaries, (ii) have been prepared in accordance with the Accounting Principles Companies Xxx 0000 and UK GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), and further except for the Interim Financial Statements) and (iii) fairly present, in all material respects, give a true and fair view of the financial position, results state of operations and cash flows affairs of the Company and its Subsidiaries and of their assets and liabilities as at the respective dates thereof and for the respective financial periods indicated therein and of the profits and losses and income of the Company and its Subsidiaries for the respective financial periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. (b) Except as and to the extent adequately accrued or reserved against in the audited balance sheet of Balance Sheet, neither the Company as at December 31, 2015 (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”), the Company nor any of its Subsidiaries has no any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles UK GAAP to be reflected in a consolidated balance sheet of the Company and its Subsidiaries or disclosed in the notes thereto, except for liabilities and obligations (i) set forth in the Interim Financial Statementsobligations, (ii) incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet Date, that are not, individually or in the aggregate, material to the Company or any of its Subsidiaries. (iiic) which individually do not exceed NOK 20,000 and, The books of account and financial records of the Company and its Subsidiaries are true and correct and have been prepared and are maintained in the aggregate, do not exceed NOK 250,000accordance with sound accounting practice.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies The consolidated balance sheets of the audited balance sheet Borrower and each of its Subsidiaries that are attached hereto as Schedule 3.10 fairly present the Company as at December 31, 2015 and December 31, 2014, and the related audited statements of income, cash flow, retained earnings, shareholders’ equity and changes in consolidated financial position of the Company, together with all related notes Borrower and schedules thereto, accompanied by the reports thereon each of its Subsidiaries as of the Company’s independent auditor dates set forth therein, in each case in accordance with GAAP consistently applied (collectively referred except as otherwise specifically indicated therein), subject to as the “Financial Statements”) normal year-end adjustments. The consolidated statements of income and the unaudited balance sheet cash flows of the Company as at May 31, 2016, Borrower and the related statements each of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), its Subsidiaries that are attached hereto as Section 3.7(a) of the Disclosure Schedule. Each of the Financial Statements and the Interim Financial Statements (i) are correct and complete in all material respects and Schedule 3.10 have been prepared in accordance conformity with the books and records of the Company, (ii) have been prepared in accordance with the Accounting Principles GAAP applied on a consistent basis throughout through all the periods indicated involved (except as may be otherwise specifically indicated in the notes thereto, and further except for the Interim Financial Statementstherein) and (iii) fairly present, in all material respects, present the financial position, consolidated results of operations of the Borrower and each of its Subsidiaries for the periods indicated, subject to normal year-end adjustments. The pro forma consolidated statements of income and cash flows included in Schedule 3.10 fairly present the estimated consolidated income and cash flows of the Company Borrower and its Subsidiaries assuming the consummation of the Merger as at if it had occurred on the respective dates thereof and for the respective periods indicated date set forth therein, except as otherwise noted therein and subject, in the case pro forma consolidated balance sheet of the Interim Financial StatementsBorrower included in Schedule 3.10 fairly presents the consolidated financial condition of the Borrower and its Subsidiaries on the Closing Date (after giving effect to all simultaneous transactions to occur on such date). The historical and pro forma financial statements attached hereto as Schedule 3.10 comply as to form with the requirements applicable to such financial statements in, and constitute all of the financial statements required by, Regulation S-X of the Securities Act for a Form S-1 registration statement (b) Neither the Borrower nor any of its Subsidiaries (prior to normal giving effect to the consummation of the Transactions) has any liability (absolute or contingent) except (i) those shown on the most recent audited balance sheets described in Section 3.10(a), (ii) those incurred under the Transaction Documents and recurring year-end adjustments (iii) those that will would not, individually or in the aggregate, reasonably be materialexpected to have a Material Adverse Effect. (b) Except as and to the extent adequately accrued or reserved against in the audited balance sheet of the Company as at December 31, 2015 (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”), the Company has no liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for liabilities and obligations (i) set forth in the Interim Financial Statements, (ii) incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet that are not, individually or in the aggregate, material to the Company or (iii) which individually do not exceed NOK 20,000 and, in the aggregate, do not exceed NOK 250,000.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of (i) the audited consolidated balance sheet of the Company and its Subsidiaries as at of December 31, 2015 2005, December 31, 2006 and December 31, 20142007, and the related audited consolidated statements of income, cash flow, retained earnings, shareholders’ equity and changes in financial position of the CompanyCompany and its Subsidiaries for the periods covered therein, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditor auditors (collectively referred to as collectively, the “Company Annual Financial Statements”), (ii) and the unaudited consolidated balance sheet of the Company and its Subsidiaries as at May 31of June 30, 20162008, and the related consolidated statements of income, retained earnings, shareholders’ equity and changes in financial position of the CompanyCompany and its Subsidiaries for the six months and quarter then ended, together with all related notes and schedules thereto thereto, (collectively referred iii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of July 31, 2008, August 31, 2008 and September 30, 2008, and the related consolidated statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company and its Subsidiaries for the month then ended, and (iv) any subsequent financials delivered pursuant to as Section 5.20 (collectively, the financial statements delivered pursuant to clauses (ii) through (iv), the “Company Interim Financial Statements”, and with the Company Annual Financial Statements, the “Company Financial Statements”), are attached hereto as Section 3.7(aSchedule 4.6(a) of the Company Disclosure Schedule, or with respect to any financial statements to be delivered pursuant to Section 5.20, will be delivered to Parent pursuant thereto. Each of the Company Financial Statements and are, or in the case of the Company Interim Financial Statements to be delivered pursuant to Section 5.20, when so delivered will be (i) are correct and complete in all material respects and have been prepared in accordance with the books and records of the Company, Company and its Subsidiaries; (ii) have been prepared in accordance with the Accounting Principles GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto, and further except for the Interim Financial Statements) ); and (iii) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Company Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. The Company Financial Statements do not contain any material items of a special or nonrecurring nature, except as expressly stated therein. Except for the Subsidiaries of the Company listed on Schedule 4.1(a) of the Company Disclosure Schedule, no financial statements of any other Person are required by GAAP to be consolidated in the financial statements of the Company. (b) Except as and to the extent adequately accrued for those liabilities that are reflected or reserved against in on the audited consolidated balance sheet of the Company and its Subsidiaries as at of December 31, 2015 2007 (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”), the Company has no liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for liabilities and obligations (i) set forth in the Interim Financial Statements, (ii) incurred in the ordinary course of business consistent with past practice since after such date, neither the date Company nor any of its Subsidiaries has incurred any liability (including, without limitation, any liability derived or assumed from any predecessor to the Company’s business or assets), whether or not required by GAAP to be reflected in a consolidated balance sheet of the Balance Sheet Company and its Subsidiaries or disclosed in the notes thereto, except those liabilities and obligations that are not, individually or in the aggregate, material to the Company or any of its Subsidiaries and that do not exceed $100,000 in the aggregate. (c) The books of account and financial records of the Company and its Subsidiaries are true and correct and have been prepared and are maintained in accordance with sound accounting practice. (d) The Company’s internal controls and procedures are sufficient to ensure that the Company’s financial statements are accurate in all material respects. Without limiting the foregoing, the Company and each of its Subsidiaries maintains a system of 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 that are in conformity with GAAP and to maintain accountability for assets; (iii) which individually do access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to the differences. The Company has not exceed NOK 20,000 and, been advised by any independent certified public accountant of the Company that there is a significant deficiency or material weakness in the aggregatedesign or operation of the internal controls of the Company or any of its Subsidiaries. Notwithstanding the foregoing, do Parent acknowledges that the Company’s independent certified public accountants are not exceed NOK 250,000required to review the design or operation of the internal controls of the Company or any of its Subsidiaries.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of Seller has made available to Buyer (i) the audited consolidated balance sheet of USOR as of December 31, 2017 and the related audited statements of income and cash flows for the year then ended, (ii) the unaudited consolidated balance sheet of USOR as of September 30, 2018 and the related unaudited statements of income and cash flows for the nine-month period then ended, (iii) the audited consolidated and consolidating balance sheet of the Company as at of December 31, 2015 2017 and December 31, 2014, 2016 and the related audited statements of income, income and cash flow, retained earnings, shareholders’ equity flows for the year then ended and changes in financial position (iv) the unaudited consolidated and consolidating balance sheet of the CompanyCompany as of September 30, together with all 2018 and the related notes unaudited statements of income and schedules thereto, accompanied by cash flows for the reports thereon of the Company’s independent auditor nine-month period then ended (such audited and unaudited financial statements collectively being referred to herein, as applicable, as the “Financial Statements”) ). The Financial Statements were prepared in accordance with GAAP and fairly present in all material respects the consolidated financial position of USOR and the unaudited Company, as applicable, as of the respective dates covered thereby. (b) The Acquired Companies have no material liabilities that would be required by GAAP to be included on a consolidated balance sheet of the Company as at May 31, 2016, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), are attached hereto as Section 3.7(a) of the Disclosure Schedule. Each of the Financial Statements and the Interim Financial Statements except (i) are correct and complete in all material respects and have been prepared in accordance with the books and records of the Company, (ii) have been prepared in accordance with the Accounting Principles applied on a consistent basis throughout the periods indicated (except liabilities as may be indicated in the notes thereto, and further except for the Interim Financial Statements) and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. (b) Except as and to the extent adequately accrued reflected or reserved against in the audited balance sheet of the Company as at December 31, 2015 (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”), the Company has no liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for liabilities and obligations (i) set forth in the Interim Financial Statements, (ii) liabilities incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet that are notDecember 31, individually or in the aggregate2017, material to the Company or (iii) which individually do liabilities included in the calculation of Net Working Capital, (iv) liabilities that have been incurred in connection with the transactions contemplated by this Agreement and that have been paid or will be paid prior to Closing, (v) liabilities that were fully satisfied at or prior to Closing and will not exceed NOK 20,000 andbe applicable to the Acquired Companies, the Business, or Buyer after the Closing or (vi) liabilities that have not resulted, and would not reasonably be expected to result, in the aggregate, do not exceed NOK 250,000a Company Material Adverse Effect.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies Copies of the audited unaudited consolidated balance sheet of the Company and its Subsidiaries as at of December 31, 2015 and December 31, 20142011, and the related audited statements unaudited consolidated statement of income, cash flow, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes Company and schedules thereto, accompanied by the reports thereon of the Company’s independent auditor its Subsidiaries (collectively referred to as the “2011 Financial Statements”), the unaudited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2012, and the related unaudited consolidated statement of income, of the Company and its Subsidiaries (collectively referred to as the “2012 Financial Statements”), the unaudited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2013, and the related unaudited consolidated statement of income, of the Company and its Subsidiaries (collectively referred to as the “2013 Financial Statements”), the unaudited consolidated balance sheet of the Company and its Subsidiaries (the “Balance Sheet”) as of December 31, 2014 (the “Balance Sheet Date”), the related consolidated statement of income (collectively referred to as the “2014 Financial Statements”) and the unaudited balance sheet income and expense statements for the current calendar year to the end of the Company as at May 31, 2016, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto last full month (collectively referred to as the “Interim 2015 Financial Statements”), are attached hereto as Section 3.7(a) of have been included in the Disclosure ScheduleData Room information. Each of the 2011 Financial Statements, the 2012 Financial Statements, the 2013 Financial Statements, the 2014 Financial Statements and the Interim 2015 Financial Statements (i) are correct and complete in all material respects and have been prepared in accordance with the books and records of the Company, (ii) have been prepared in accordance with the Accounting Principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto, and further except for the Interim Financial Statements) and (iii) fairly present, in all material respects, the consolidated financial position, results of position and operations and cash flows of the Company and its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in . Other than the case of the Interim 2011 Financial Statements, the 2012 Financial Statements, the 2013 Financial Statements, the 2014 Financial Statements and the 2015 Financial Statements, neither the Company nor any of its Subsidiaries are in possession of any financial statements or reports with respect to normal the financial statement and recurring year-end adjustments that will not, individually or in operations of the aggregate, be materialCompany and its Subsidiaries. (b) Except as and to the extent adequately There are no material debts, liabilities or obligations, whether accrued or reserved against in the audited balance sheet fixed, absolute or contingent, or matured or unmatured, of the Company as at December 31Company, 2015 (such balance sheetand there are no material debts, together with all related notes and schedules theretoliabilities or obligations, the “Balance Sheet”)whether accrued or fixed, the Company has no liability absolute or obligation contingent, or matured or unmatured, of any natureCompany Subsidiary, whether accruedother than, absolutein each case, contingent any such debts, liabilities or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for liabilities and obligations (i) set forth in reflected or reserved against the Interim 2014 Financial Statements, (ii) incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice since the date of the Balance Sheet that are notCompany and its Subsidiaries, individually or in the aggregate, material to the Company or (iii) which individually do for Taxes. Seller has delivered to Buyer true, correct and complete copies of all organizational and constituent documents (including, but not exceed NOK 20,000 andlimited to, in partnership agreements, limited liability company agreements, certificates of formation and good standing certificates, if any) of the aggregate, do not exceed NOK 250,000Company and all Company Subsidiaries.

Financial Statements; No Undisclosed Liabilities. (aa. Section 4.5(a) True and complete copies of the audited Disclosure Schedules contains the following financial statements (the “Financial Statements”): i. the unaudited consolidated balance sheet of the Company Group as of December 31, 2020 and as of the end of each month in such annual period, and the related unaudited consolidated operating statement and statement of cash flows for the annual period then ended and for each month in such annual period; and ii. the unaudited consolidated balance sheet of the Company as at December 31of February 28, 2015 2021 (the “Stub Period Balance Sheet”) and December 31, 2014as of the end of each other month in the two-month period then ended, and the related audited statements unaudited consolidated operating statement and statement of income, cash flow, retained earnings, shareholders’ equity flows for the two-month period then ended and changes for each earlier month in financial position of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditor such period (collectively referred to as the “Financial Statements”) and the unaudited balance sheet of the Company as at May 31, 2016, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), are attached hereto as Section 3.7(a) of the Disclosure Schedule. . b. Each of the foregoing Financial Statements and the Interim Financial Statements (i) are correct is accurate and complete in all material respects and have been prepared in accordance with the books and records of the Company, (ii) have been prepared in accordance with the Accounting Principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto, and further except for the Interim Financial Statements) and (iii) presents fairly present, in all material respects, respects the financial positioncondition, results of operations and cash flows of the Company Group (taken as at a whole) throughout the respective dates thereof periods covered thereby and for have been prepared in accordance with GAAP consistently applied throughout the respective periods indicated thereinindicated, except as otherwise noted therein and subject, may be indicated in the case notes thereto and subject to the absence of the Interim Financial Statements, to notes and normal and recurring year-end adjustments that will not(none of which would be inconsistent with past practice, or individually or in the aggregate, be material). (b) Except as and to the extent adequately accrued c. There are no liabilities, debts, claims or reserved against in the audited balance sheet obligations of any nature of the Company as at December 31, 2015 (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”), the Company has no liability or obligation of any natureGroup, whether known, unknown, accrued, absolute, contingent direct or indirect, contingent, determined, determinable or otherwise, whether known due or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet of the Company or disclosed in the notes thereto, become due (“Liabilities”) except for liabilities and obligations (i) set forth Liabilities disclosed in Section 4.5(c) of the Disclosure Schedules, (ii) Liabilities reserved or reflected against in the Interim Financial Statements, (iiiii) Liabilities incurred since the date of the Interim Financial Statements in the ordinary course of business consistent with past practice since the date of the Balance Sheet that are notwould not reasonably be expected, individually or in the aggregate, to be material to the Company Group, taken as a whole, and which are of the same character and nature as the Liabilities set forth on the Stub Period Balance Sheet, (iv) Liabilities incurred as a result of the transactions contemplated by this Agreement or any other agreement contemplated hereby or (v) Liabilities arising under the executory portion of any contract disclosed in the Schedules (other than Liabilities for, or arising out of, breach of contract, breach of warranty, tort, infringement, violation of law, claim or lawsuit). d. The Company Group maintains accurate books and records reflecting its assets and liabilities and maintains internal accounting controls that provide reasonable assurance that (i) transactions are executed with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of the Company Group’s consolidated financial statements and to maintain accountability for its assets, (iii) which individually do not exceed NOK 20,000 andaccess to its assets is permitted only in accordance with management’s authorization and (iv) the reporting of its assets is compared with existing assets at regular intervals. e. Except as set forth on Section 4.5(e) of the Disclosure Schedules, in no any member of the aggregate, do not exceed NOK 250,000Company Group has any Indebtedness.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of the audited consolidated balance sheet sheets of the Company Transferred Companies as at December of March 31, 2015 and December 2013, March 31, 20142012 and March 31, 2011, and the related audited statements of incomeoperations, cash flow, retained earnings, shareholdersstockholders’ equity (deficit), and changes in financial position of cash flows for the Companyfiscal years then ended, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditor auditors (collectively referred to as collectively, the “Financial Statements”) and the unaudited consolidated balance sheet of the Company Transferred Companies as at May 31of April 30, 20162013, and the 15 related unaudited consolidated statements of incomeoperations and cash flows for the one-month period then ended (collectively, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), are attached hereto as included in Section 3.7(a3.6(a) of the Disclosure Schedule. Each of the Financial Statements and the Interim Financial Statements Statements: (i) are correct and complete in all material respects and have has been prepared in accordance with the books and records of the Company, (ii) have been prepared in accordance with the Accounting Principles GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), and further except for the Interim Financial Statements) and (iiiii) fairly presentpresents, in all material respects, the consolidated financial position, position of the Transferred Companies as of the dates thereof and their respective consolidated results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and then ended (subject, in the case of the Interim Financial Statements, to normal and recurring year-end audit adjustments that will not, individually or in the aggregate, be materialmaterial in amount, and the absence of footnote disclosures). The books of account and other financial records of the Company (i) are in all material respects complete and correct, and do not contain or reflect any material inaccuracies, and (ii) have been maintained in accordance with reasonable business and accounting practices, subject, in each case, to the notes to the Financial Statements. (b) Except None of the Transferred Companies has any liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, known or unknown, or due or to become due, that are or would reasonably be expected to be material to the Transferred Companies, taken as a whole, except liabilities and obligations: (i) to the extent adequately accrued or reserved against in the audited consolidated balance sheet of the Company as at December 31, 2015 Transferred Companies included in the Interim Financial Statements (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”), the Company has no liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for liabilities and obligations (i) set forth in the Interim Financial Statements, (ii) incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet that Sheet, which are not, not individually or in the aggregate, material aggregate materially adverse to the Company or Transferred Companies, (iii) under Material Contracts, other than as a result of a breach or default by a Transferred Company, (iv) under this Agreement or incurred in connection with the transactions contemplated hereby, other than as a result of a breach or default by a Transferred Company, and (v) which individually do not exceed NOK 20,000 andare Transaction Expenses. (c) Section 3.6(c) of the Disclosure Schedule sets forth, in as of the aggregatedate of this Agreement, do not exceed NOK 250,000all outstanding Indebtedness of the Transferred Companies.

Financial Statements; No Undisclosed Liabilities. (a) True and Attached hereto as Section 2.6(a) of the Disclosure Schedule are complete copies of (i) the audited consolidated balance sheet sheets and statements of operations for CWT Travel Holdings, Inc. and its Subsidiaries at and for the Company as at years ended December 31, 2015 2022 and December 31, 20142021 (the “Annual Financial Statements”), (ii) the unaudited consolidated balance sheet for CWT Travel Holdings, Inc. and its Subsidiaries (the “CWT Travel Interim Balance Sheet”) as of September 30, 2023 and the related audited statements unaudited statement of incomeoperations for the nine-month period then ended and (iii) the preliminary and unaudited consolidated balance sheet for CWT Holdings, cash flow, retained earnings, shareholders’ equity LLC and changes in financial position of the Company, its Subsidiaries (together with all related notes and schedules theretothe CWT Travel Interim Balance Sheet, accompanied by the reports thereon of the Company’s independent auditor (collectively referred to as collectively, the “Financial StatementsInterim Balance Sheet”) as of December 31, 2023 (the “Balance Sheet Date”) and the related preliminary and unaudited balance sheet statement of operations for the Company as at May 31twelve-month period then ended (the financial statements described in clause (ii) and this clause (iii), 2016collectively, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), are attached hereto as Section 3.7(a) of the Disclosure Schedule. Each of the The Annual Financial Statements and the Interim Financial Statements are referred to collectively as the “Financial Statements.” The Financial Statements (iincluding any related notes thereto) are correct and complete in all material respects and have been prepared in accordance with the books and records of the Company, (iiA) have been prepared in accordance with the Accounting Principles GAAP, consistently applied on a consistent basis throughout the periods indicated (covered thereby, except as may be indicated in the notes theretootherwise noted therein, and further except for the Interim Financial Statements) and (iiiB) fairly present, in all material respects, the financial position, condition and results of operations and cash flows of the Company Group as at of the respective dates thereof and for the respective periods indicated therein, covered thereby (except as otherwise noted therein and subject, in the case of the Interim Financial Statements, subject to normal and recurring year-end audit adjustments that will not(which would not be material, individually or in the aggregate, be material) and to the absence of notes and other textual disclosure required by GAAP) (which if presented would not differ materially from those presented in the latest Annual Financial Statements) and (C) have been prepared from the financial books and records of the Company Group. (b) All accounts and notes and other receivables of the Company Group are in accordance with GAAP and (i) arose out of valid and bona fide arm’s length transactions entered into by the Company Group in the Ordinary Course of Business, (ii) are reflected on the Company Group’s books and records, (iii) are the valid and legally binding obligations of the parties owing such amounts to the Company Group, (iv) are not subject to counterclaim or setoff and (v) are not in dispute. Section 2.6(b) of the Disclosure Schedule contains an aged schedule of accounts receivable reflected on the Interim Financial Statements. During the past twelve (12) months, no member of the Company Group has agreed to any material deduction, free goods or services, discounts or other deferred price or quantity adjustment with respect to any of accounts receivable of the Company Group. Except as and set forth in Section 2.6(b) of the Disclosure Schedule, all of the accounts receivable of the Company Group relate solely to sales of goods or services to customers of the extent adequately Company Group, none of whom are Members, any of their Affiliates or any Related Persons. (c) No member of the Company Group has any Liabilities that are required under GAAP to be accrued, reflected or reserved on the financial statements of the Company other than Liabilities that (i) are accrued or specifically reflected and adequately reserved against in the audited balance sheet of the Company as at December 31, 2015 (such balance sheet, together with all related notes and schedules thereto, the “Interim Balance Sheet”), the Company has no liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for liabilities and obligations (i) set forth in the Interim Financial Statements, (ii) have arisen after the Balance Sheet Date in the Ordinary Course of Business of the Company Group (none of which is a Liability for breach of Contract, breach of warranty, tort, infringement, violation of Law, misappropriation, or that relates to any Proceeding), (iii) are incurred in connection with the ordinary course Transactions and in accordance with the express terms of business consistent with past practice since this Agreement, or (iv) have arisen from any matter set forth in Section 2.6(c) of the Disclosure Schedule. (d) The Company Group maintains accurate books and records that reflect its respective assets and Liabilities and has maintained for all periods reflected in the Financial Statements, proper and adequate internal accounting controls over financial reporting that applies to the Company Group that provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of its financial statements and to maintain accountability for its assets and (ii) proper and adequate procedures are implemented to effect the collection of accounts, notes and other receivables on a reasonably current and timely basis. Except as set forth in Section 2.6(d) of the Disclosure Schedule, no auditor or Representative of any member of the Company Group, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion, claim, weakness or deficiency, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company Group or its internal accounting controls, including any material complaint, allegation, assertion or claim that any member of the Company Group has engaged in materially deficient accounting or auditing practices. (e) The assets, properties, employees and rights of the Company Group comprise all of the assets, properties, employees and rights that (i) were held by CWT Travel Holdings, Inc. and its consolidated Subsidiaries and its and their joint ventures prior to the Restructuring, in all material respects, and (ii) are necessary to operate the Company Business as presently conducted in substantially the same manner as the Company Business was operated prior to the Restructuring. (f) Section 2.6(f) of the Disclosure Schedule sets forth the Company’s good faith estimates of the Company Group’s Cash, Trapped Cash, Restricted Cash and Debt, in each case, as of one (1) Business Day prior to the date of the Balance Sheet that are not, individually or in the aggregate, material to the Company or (iii) which individually do not exceed NOK 20,000 and, in the aggregate, do not exceed NOK 250,000this Agreement.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of The Purchaser or NDS has delivered to the Seller the audited consolidated financial statements (including an income statement, statement of cash flow and balance sheet sheet) of NDS for the Company as at two years ended December 31, 2015 and December 31, 2014, and the related audited statements of income, cash flow, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditor (collectively referred to as the “Financial Statements”) 2007 and the unaudited balance sheet of consolidated financial statements for the Company as at May 31six-month(s) ended June 30, 20162008 (collectively, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Purchaser Financial Statements”), are attached hereto as Section 3.7(a) of the Disclosure Schedule. Each of the The Purchaser Financial Statements and the Interim Financial Statements (i) are correct and complete in all material respects and have been prepared in accordance with the books and records of the Company, (ii) have been prepared in accordance with the Accounting Principles GAAP consistently applied on a consistent basis throughout during the periods indicated covered thereby (except unless as may be indicated in the notes thereto, and further except for the Interim Financial Statementsotherwise disclosed therein) and (iii) fairly present, present in all material respects, respects the financial position, position and the results of operations and cash flows of the Company Purchaser as at of the respective dates thereof and for during the respective periods indicated therein, except as otherwise noted therein and subject, in with respect to the case of the Interim unaudited Purchaser Financial Statements, to Statements for (i) normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. (b) Except as and to the extent adequately accrued or reserved against in the audited balance sheet of the Company as at December 31, 2015 (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”), the Company has no liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for liabilities and obligations (i) set forth in the Interim Financial Statements, (ii) incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet that are not, individually or in the aggregate, material to material, and (ii) the Company or omission of accompanying notes and schedules. (iiib) which individually do not exceed NOK 20,000 and, Except as reflected in the aggregatePurchaser Financial Statements, do the Purchaser has no liabilities, obligations, indebtedness, expenses, claims, guarantees or endorsements of any type (whether accrued, absolute, contingent, matured, unmatured or otherwise) that are required by GAAP to be set forth on the consolidated balance sheet of NDS (collectively, “Purchaser Liabilities”), except for Purchaser Liabilities incurred since the Balance Sheet Date in the ordinary course of the business of NDS (and its Subsidiaries) as conducted by NDS (and its Subsidiaries), consistent with past practice during the period covered by the Purchaser Financial Statements or that are not exceed NOK 250,000material.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of the audited balance sheet of the Company as at December 31, 2015 and December 31, 2014, and the related audited The consolidated statements of income, cash flow, retained earnings, shareholders’ equity and changes financial operations included in financial position of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditor (collectively referred to as the “Financial Statements”) and the unaudited balance sheet of the Company as at May 31, 2016, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), are attached hereto as Section 3.7(a) of the Disclosure Schedule. Each of the Financial Statements and the Interim Financial Statements (i) are correct and complete in all material respects and have been prepared in accordance with the books and records of the Company, (ii) have been prepared in accordance with the Accounting Principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto, and further except for the Interim Financial Statements) and (iii) fairly present, in all material respects, the (i) consolidated financial positionposition of Wirepath and each of its Subsidiaries as of their respective dates, and (ii) the other related statements included in the Financial Statements fairly present, in all material respects, the results of their consolidated operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated thereinindicated, except in each case in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, with only such deviations from such accounting principles or their consistent application as otherwise noted therein are related to the Unaudited Financial Statements, which are subject to (A) the absence of normal year-end audit adjustments (none of which individually or in the aggregate would be material) and subject(B) the absence of related footnotes. The Financial Statements, including, in the case of the Interim Audited Financial Statements, the footnotes thereto, have been prepared from the books and records of Wirepath and each of its Subsidiaries and have been prepared in accordance with GAAP in effect as of the applicable date or period, consistently applied throughout the periods covered thereby. Complete copies of the Financial Statements have been made available to normal and recurring year-end adjustments that will not, individually or in the aggregate, be materialBuyer. (b) Except as and to the extent adequately accrued or reserved against in the audited balance sheet of the Company as at December 31, 2015 (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”), the Company has no liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for liabilities and obligations (i) as set forth in the Audited Financial Statements (including the footnotes thereto) or the Interim Financial Statements, Balance Sheet and (ii) for liabilities incurred in the ordinary course of business consistent with past practice practice, since the date of the Interim Balance Sheet that are would not, individually or in the aggregate, reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, the Company and the Company Subsidiaries do not have any liabilities, Indebtedness, debts or obligations of any nature (whether known or unknown, absolute, accrued, contingent or otherwise) that are required by GAAP to be reflected or reserved against in a balance sheet of the Company and the Company Subsidiaries. (c) Except as set forth in the Financial Statements, neither the Company nor any Company Subsidiary maintains any “off-balance sheet arrangement” within the meaning of Item 303 of Regulation S-K of the Securities and Exchange Commission. (d) The Company (i) does not own, and has never owned any assets other than cash and its equity interests in Wirepath, (ii) is not a party to any Contract, (iii) which individually do has never engaged in any activities other than its ownership of Wirepath and its issuance of equity interests and (iv) does not exceed NOK 20,000 andhave any obligations or liabilities of any kind (whether absolute, in contingent, accrued or unaccrued, liquidated or unliquidated) other than (A) liabilities for Taxes arising from its ownership of Wirepath and its Subsidiaries and (B) liabilities under the aggregate, do not exceed NOK 250,000Contracts set forth on Schedule 4.7(d).

Financial Statements; No Undisclosed Liabilities. (a) True Section 3.15(a) of the Disclosure Schedule sets forth true, complete and complete correct copies of the audited balance sheet of the Company as at December 31, 2015 and December 31, 2014, and the related audited statements of income, cash flow, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditor (collectively referred to as the “Financial Statements”i) and the unaudited balance sheet of the Company as at May of December 31, 2016, and the related statements of incomeincome and cash flows for the year then ended, retained earnings, shareholders’ equity and changes in financial position (ii) the unaudited balance sheet of the CompanyCompany as of December 31, together with all 2017, and the related notes statements of income and schedules thereto cash flows for the year then ended (collectively referred to such balance sheets and related statements of income and cash flows under clauses (i) and (ii), the “Annual Financial Statements”) and (iii) the unaudited balance sheet of the Company as of September 30, 2018 (the “Recent Balance Sheet”), and the related statements of income for the nine (9)-month period then ended (the “Interim Financial Statements” and, together with the Annual Financial Statements, the “Financial Statements”), are attached hereto as Section 3.7(a) of the Disclosure Schedule. Each of the The Financial Statements and the Interim Financial Statements (i) are correct and complete in all material respects and have been prepared in accordance with the books and records of the Company, (ii) have been prepared in accordance with the Accounting Principles GAAP applied on a consistent basis throughout the periods indicated (indicated, except as may be indicated in the notes thereto, and further except for that the Interim Financial Statements) Statements do not contain all footnotes required by GAAP and (iii) fairly presentother presentation items that may be required by GAAP for audited financial statements, and the Interim Financial Statements are subject to normal year-end adjustments. The Financial Statements are consistent in all material respects, respects with the books and records of the Company and fairly present in all material respects the financial position, condition and operating results of operations and cash flows of the Company as at of the respective dates thereof dates, and for the respective periods periods, indicated therein, except as otherwise noted therein and subject, subject in the case of the Interim Financial Statements, Statements to normal and recurring year-end adjustments that will not, individually or in the aggregate, be materialaudit adjustments. (b) Except as and to the extent adequately accrued or reserved against identified in the audited balance sheet Section 3.15(b) of the Company as at December 31, 2015 (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”)Disclosure Schedule, the Company has no liability does not have any Indebtedness, liabilities or obligation of any natureobligations, whether accrued, absolute, contingent or otherwise, whether asserted or unasserted, known or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for liabilities and obligations other than (i) set forth those adequately reflected in or reserved for against in the Interim Financial StatementsRecent Balance Sheet, (ii) those incurred in the ordinary course Ordinary Course of business consistent with past practice Business since the date of the Recent Balance Sheet that are notSheet, individually or in the aggregate, material to the Company or (iii) non-monetary obligations to perform under executory Contracts to which individually do the Company is a party, and (iv) expenses incurred in connection with the Transactions. The Company has not exceed NOK 20,000 andassumed, guaranteed, endorsed or otherwise become directly or contingently liable on or for any Indebtedness of any other Person. The Company does not maintain any “off-balance sheet arrangement” within the meaning of Item 303(a)(4)(ii) of Regulation S-K of the U.S. Securities and Exchange Commission. (c) All books, records and accounts of the Company are accurate and complete in all material respects and are maintained in all material respects in accordance with good business practice and all applicable Laws. (d) Section 3.15(d) of the Disclosure Schedule sets forth a listing of all bank accounts of the Company, including the bank, account number, purpose, and signatories of each account. (e) All accounts receivable and notes receivable reflected on the Recent Balance Sheet (i) represent obligations arising from sales actually made, services actually performed or licenses actually granted by the Company in the aggregate, do not exceed NOK 250,000.Ordinary Course of Business,

Financial Statements; No Undisclosed Liabilities. (a) True The Company has previously made available to Purchaser and Merger Sub true, correct and complete copies of the audited consolidated balance sheet sheets of the Company as at of December 31, 2015 2018, December 31, 2019 and December 31, 2014, 2020 and the related audited consolidated statements of comprehensive income, cash flow, retained earnings, shareholders’ equity and changes cash flows of the Company for the fiscal years ended December 31, 2018, December 31, 2019 and December 31, 2020 including, in each case, the notes thereto (collectively, the “Audited Financial Statements”). The Audited Financial Statements fairly present, in each case, in all material respects (x) the consolidated financial position of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon Company Group as of the Company’s independent auditor (collectively referred to as the “Financial Statements”) and the unaudited balance sheet of the Company as at May 31, 2016, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), are attached hereto as Section 3.7(a) of the Disclosure Schedule. Each of the Financial Statements and the Interim Financial Statements (i) are correct and complete in all material respects and have been prepared in accordance with the books and records of the Company, (ii) have been prepared in accordance with the Accounting Principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto, and further except for the Interim Financial Statements) dates thereof and (iiiy) fairly present, in all material respects, the financial position, consolidated results of operations and cash flows of the Company as at the respective dates thereof and Group for the respective fiscal periods indicated thereincovered thereby. The Audited Financial Statements have been prepared in accordance with GAAP in all material respects applied on a consistent basis throughout the periods covered thereby, except as otherwise noted therein and subject, described in the case notes thereto. (b) Section 3.7(b) of the Company Disclosure Schedule sets forth true, correct and complete copies of the consolidated unaudited balance sheet of the Company as of March 31, 2021 (the “Latest Balance Sheet” and the date thereof, the “Latest Balance Sheet Date”) and the related consolidated statements of comprehensive income and cash flows of the Company for the three (3) months ended March 31, 2021 (collectively, the “Interim Financial Statements” and together with the Audited Financial Statements, the “Financial Statements”). The Interim Financial Statements fairly present in all material respects (i) the consolidated financial position of the Company Group as of the date thereof and (ii) the consolidated results of operations of the Company Group for the fiscal period covered thereby. The Interim Financial Statements have been prepared in accordance with GAAP in all material respects applied on a consistent basis throughout the periods covered thereby, except for the absence of footnotes, statement of stockholders’ equity and normal year-end adjustments. (c) No member of the Company Group has any Liability, except such Liabilities (i) as are reserved against or reflected in the Latest Balance Sheet included in the Interim Financial StatementsStatements or of a nature not otherwise required pursuant to GAAP to be reserved against or reflected therein, to normal (ii) as have been incurred in the ordinary course of business since the Latest Balance Sheet Date, (iii) incurred in connection with the transactions contemplated hereby, and recurring year-end adjustments (iv) that will would not, individually or in the aggregate, reasonably be materialexpected to be material to the Company Group, taken as a whole. (bd) Except as and to the extent adequately accrued or reserved against in the audited balance sheet of the Company as at December 31, 2015 (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”), the Company has no liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for liabilities and obligations (i) set forth in the Interim Financial Statements, (ii) incurred in the ordinary course of business consistent with past practice since the date no member of the Balance Sheet that are not, individually or in Company Group has any “off-balance sheet arrangement” within the aggregate, material to meaning of Item 303 of Regulation S-K of the Company or (iii) which individually do not exceed NOK 20,000 and, in the aggregate, do not exceed NOK 250,000Securities and Exchange Commission.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of the audited The unaudited consolidated balance sheet of the Company and the Subsidiary as at of December 31, 2015 2017 and December 31, 20142018, and the related audited unaudited consolidated statements of income, income and cash flow, retained earnings, shareholders’ equity and changes in financial position flows of the CompanyCompany and the Subsidiary for the years ended December 31, together with all related notes 2017 and schedules thereto, accompanied by the reports thereon of the Company’s independent auditor 2018 (collectively referred to as the “Financial Statements”) and the unaudited balance sheet of the Company as at May 31, 2016, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), are attached hereto as Section 3.7(a) of the Disclosure Schedule. Each of the Financial Statements and the Interim Financial Statements (i) are correct and complete in all material respects and have been were prepared in accordance with the books and records of the Company, (ii) have been prepared in accordance with the Accounting Principles GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), and further except for the Interim Financial Statements) and (iii) fairly present, present in all material respectsrespects the consolidated financial position of the Company and the Subsidiary as of December 31, the financial position2017 and 2018, and their consolidated results of operations and cash flows for the fiscal years then ended. True, correct and complete copies of such Financial Statements have been made available to the Purchaser. (b) The balance sheet and the related unaudited consolidated statements of income of the Company as at and the respective dates thereof and Subsidiary for the respective periods indicated six-months ended June 30, 2019 (the “Balance Sheet Date”) are attached to Schedule 3.5(b) (the “Balance Sheet”), and were prepared in accordance with GAAP applied on a consistent basis throughout the period indicated, and fairly present in all material respects the consolidated financial position of the Company and the Subsidiary as of the Balance Sheet Date and their consolidated results of operations for the period referred to therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, subject to normal and recurring year-end adjustments that will (which are not, in the aggregate, reasonably expected to be material) and the absence of notes otherwise required by GAAP. (c) The Company does not have any liabilities of a type or nature required to be reflected on a consolidated balance sheet of the Company and the Subsidiary prepared in accordance with GAAP, except: (i) liabilities reflected or reserved on the face of the Balance Sheet; (ii) liabilities in connection with the transactions contemplated by this Agreement; (iii) liabilities incurred in the Ordinary Course of Business since the Balance Sheet Date (none of which results from, arises out of, or relates to any breach or violation of, or default under, any Contract or Laws); (iv) those post-Closing executory obligations which arise pursuant to any Contract, in each such case, which arose in the Ordinary Course of Business and did not result from any default, tort, breach of Contract or breach of warranty; or (v) liabilities disclosed on Schedule 3.5(c). (d) Except as set forth on Schedule 3.5(d), since the Balance Sheet Date, (i) the Business has been operated in the Ordinary Course of Business and (ii) there has not been any event, occurrence or development which, individually or in the aggregate, be materialhas had or would have a Material Adverse Effect. (b) Except as and to the extent adequately accrued or reserved against in the audited balance sheet of the Company as at December 31, 2015 (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”), the Company has no liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for liabilities and obligations (i) set forth in the Interim Financial Statements, (ii) incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet that are not, individually or in the aggregate, material to the Company or (iii) which individually do not exceed NOK 20,000 and, in the aggregate, do not exceed NOK 250,000.

Financial Statements; No Undisclosed Liabilities. (a) True Seller has delivered to Buyer correct and complete copies of (i) the unaudited balances of accounts receivable, warranty and accrued program expenses, and inventory of the Business as at September 28, 2014 (the “Latest Interim Balance Sheet”, and the date thereof being referred to as the “Latest Balance Sheet Date”), and the related unaudited statement of income of the Business for the fiscal period ended September 28, 2014 (the “Latest Interim Income Statement” and, together with the Latest Interim Balance Sheet, the “Latest Interim Financial Statements”), and (ii) the audited balance sheet sheets of the Company Business as at December 31, 2015 2013 and December 31, 20142012, and the related audited statements of income, cash flow, retained earnings, shareholders’ equity income and changes in financial position stockholders’ equity of the CompanyBusiness for the fiscal year ended December 31, 2013, including in each case the notes thereto (collectively, the “Annual Financial Statements,” and together with all related notes and schedules theretothe Latest Interim Financial Statements, accompanied by the reports thereon of the Company’s independent auditor (collectively referred to as the “Financial Statements”) and the unaudited balance sheet of the Company as at May 31, 2016, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), are attached hereto as Section 3.7(a) of the Disclosure Schedule. Each of the The Financial Statements and the Interim Financial Statements (i) are correct and complete in all material respects and have been prepared in accordance with based upon the books and records of the Company, (ii) have been Seller and were prepared in accordance with the Accounting Principles GAAP consistently applied on a consistent basis throughout during the periods indicated (except as may be indicated in the notes thereto, and further except for the Interim Financial Statements) and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Latest Interim Financial Statements, to normal and recurring year-end adjustments that will notadjustments, individually or allocation of shared expenses, and the absences of footnotes and in the aggregatecase of the Latest Interim Balance Sheet, be materialonly with respect to the accounts reflected therein). The Annual Financial Statements fairly present in all material respects the financial position of the Business on a stand-alone basis as of the dates thereof and the Business’ results of operations and cash flows for the periods then ended. The Latest Interim Balance Sheet fairly presents in all material respects the financial position of the assets and liabilities of the Business on a stand-alone basis that are reflected on the Latest Interim Balance Sheet and the Latest Interim Income Statement fairly presents in all material respect the Business’ results of operations for the period then ended. (b) Except as and Seller does not have any Liabilities related to the extent adequately accrued or reserved against in the audited balance sheet arising out of the Company as at December 31, 2015 operation of the Business (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”), the Company has no liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected in disclosed on a balance sheet of the Company or disclosed prepared in the notes thereto, except for liabilities and obligations accordance with GAAP) other than Liabilities (i) set forth in the Interim Financial Statements, Schedule 4.6(b); (ii) incurred to Buyer and Seller’s legal, financial and other advisors in connection with this Agreement and the transactions contemplated hereby; (iii) arising under the Assigned Contracts in each case in accordance with the written terms thereof (none of which arise out of or relate to any Breach by Seller thereunder); (iv) arising under any Contracts identified in Schedule 4.19(a) other than the Assigned Contracts or any Contracts not required to be listed on Schedule 4.19(a) (none of which arise out of or relate to any Breach by Seller thereunder) in each case in accordance with the written terms thereof; (v) expressly reserved or accrued for on the Latest Interim Balance Sheet, to the extent of such reserve or accrual; (vi) to the extent set forth in the ordinary course Final Closing Balance Sheet; or (vii) arising in the Ordinary Course of business consistent with past practice Business since the date of the Latest Interim Balance Sheet that are notSheet. Except as set forth in Schedule 4.6(b), individually or none of the foregoing categories of Liabilities, including those set forth in the aggregateSeller Disclosure Schedule, material arise from or relate to an actual or alleged Breach of any Law, Order or Contract or as a result of the Company or (iii) which individually do not exceed NOK 20,000 and, in the aggregate, do not exceed NOK 250,000Closing.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies Attached as Section 3.4(a) of the Company’s Disclosure Letter are (i) the audited consolidated balance sheet of the Company BioTE Companies as at of December 31, 2015 2020 and December 31, 20142019 and the related audited consolidated statements of income, members’ equity and cash flows for the years ended December 31, 2020 and December 31, 2019 (the “Annual Financial Statements”) and (ii) the unaudited consolidated balance sheets of the BioTE Companies as of September 30, 2021 (the “Latest Balance Sheet”), and the related audited unaudited consolidated statements of income, cash flow, retained earnings, shareholders’ equity and changes in financial position of operations for the Companyfiscal periods then-ended (the “Unaudited Financial Statements,” and, together with all related notes and schedules theretothe Annual Financial Statements, accompanied by the reports thereon of the Company’s independent auditor (collectively referred to as the “Financial Statements”). (b) and the unaudited balance sheet Each of the Company as at May 31, 2016, Financial Statements have been derived from the books and the related statements of income, retained earnings, shareholders’ equity and changes in financial position records of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), are attached hereto as Section 3.7(a) of the Disclosure ScheduleBioTE Companies. Each of the Financial Statements and the Interim Financial Statements (i) are correct and complete has been prepared in all material respects and have been prepared in accordance with the books and records of the Company, (ii) have been prepared in accordance with the Accounting Principles GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto, and further except for the Interim Financial Statements) therein and (iiiii) fairly presentpresents, in all material respects, the combined assets, liabilities and financial position, results condition as of operations and cash flows of the Company as at the respective dates thereof and the operating results of the BioTE Companies for the respective periods indicated thereincovered thereby, except in each of clauses (i) and (ii): (A) as otherwise noted therein therein, (B) that the Unaudited Financial Statements do not include footnotes, schedules, statements of equity and subjectstatements of cash flow and disclosures required by GAAP, (C) that the Unaudited Financial Statements have not been prepared in the case accordance with Regulation S-X of the Interim SEC or the standards of the PCAOB, and (D) that the Unaudited Financial Statements, to normal and recurring Statements do not include all year-end adjustments that will notrequired by GAAP, in each case of clauses (A), (B), (C), or (D), which are not material, individually or in the aggregate, be materialin amount or effect. The Annual Financial Statements were prepared in accordance with Regulation S-X of the SEC and the standards of the PCAOB. (bc) Except as Each of the independent auditors for the BioTE Companies, with respect to their report included in the Annual Financial Statements, is an independent registered public accounting firm within the meaning of the Securities Act and the applicable rules and regulations adopted by the SEC and the PCAOB. (d) The BioTE Companies have no Liabilities that are required to the extent adequately accrued be disclosed on a balance sheet in accordance with GAAP, other than (i) Liabilities set forth in or reserved against in the audited balance sheet Unaudited Financial Statements or the notes thereto or books and records of the Company as at December 31, 2015 (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”), the Company has no liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for liabilities and obligations (i) set forth in the Interim Financial Statements, BioTE Companies; (ii) incurred in the ordinary course of business consistent with past practice since Liabilities that have arisen after the date of the Latest Balance Sheet that are not, individually or in the aggregate, material to the Company or Ordinary Course of Business; (iii) which individually do not exceed NOK 20,000 andLiabilities arising under this Agreement, the Ancillary Agreements and/or the performance by the BioTE Companies of their respective obligations hereunder or thereunder or incurred in connection with the transactions contemplated by this Agreement or the Ancillary Agreements, including the Transaction Expenses; (iv) Liabilities disclosed in the aggregate, do not exceed NOK 250,000Company’s Disclosure Letter; or (v) Liabilities for Company Transaction Expenses.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies Attached to Schedule 3.06(a) of the audited Disclosure Schedules are complete and correct copies of: (i) the unaudited consolidated balance sheet as of the Company as at December 31, 2015 and December 31, 2014, and the related audited statements of income, cash flow, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditor 2022 (collectively referred to as the “Financial StatementsLatest Balance Sheet”) and the unaudited balance sheet related statement of income and statement of cash flows (if available) for the twelve (12)-month period then ended of the Company and its Subsidiaries (before giving effect to the Pre-Closing Reorganization) and (ii) the unaudited consolidated balance sheet as at May 31, 2016of, and the related statements of incomeincome and statement of cash flows (if available) for the fiscal years ended, retained earningsDecember 31, shareholders’ equity 2020 and changes in financial position December 31, 2021 of the CompanyCompany and its Subsidiaries (before giving effect to the Pre-Closing Reorganization) (collectively, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”). The Financial Statements, are attached hereto as Section 3.7(a) of the Disclosure Schedule. Each of the Financial Statements and the Interim Financial Statements in each case, (i) are accurate and complete in all material respects, (ii) have been prepared from and are consistent with the books and records of the Company and its Subsidiaries (which books and records are correct and complete in all material respects and have been prepared in accordance with the books and records of the Companyrespects), (iiiii) have been prepared in accordance conformity with the Accounting Principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes theretoGAAP consistently applied, and further except for the Interim Financial Statements(iv) and (iii) present fairly present, in all material respects, in accordance with GAAP consistently applied, the consolidated financial position, condition and results of operations and cash flows of the Company and its Subsidiaries, as at applicable, as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted referred to therein and subject, in the case of the Interim Financial Statementsunaudited financial statements, to (y) the absence of footnote disclosures and other presentation items and (z) changes resulting from normal and recurring year-end adjustments (which are expected to be consistent with past practice and not material in nature or amount). The Company maintains a system of internal accounting controls sufficient for a business of the type conducted by the Company (and given the Company’s size and volume of transactions), including to provide reasonable assurance that will not(1) transactions are executed in accordance with management’s general or specific authorizations, individually (2) transactions are recorded as necessary to permit preparation of financial statements by the Company in conformity with GAAP and to maintain accountability for assets, (3) access to assets is permitted only in accordance with management’s general or specific authorization and (4) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has never identified any fraud by any management or other employees who have a significant role in internal controls and, to the aggregateCompany’s Knowledge, be materialno such fraud has been alleged. (b) Except as The Company and to the extent adequately its Subsidiaries do not have any Liabilities, except for (i) Liabilities expressly accrued on or reserved against in the audited balance sheet of the Company as at December 31, 2015 (such balance sheet, together with all related notes and schedules thereto, the “Latest Balance Sheet”), the Company has no liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet of the Company Sheet or disclosed in the notes thereto, except for liabilities and obligations (i) set forth thereto or in the Interim notes to the Financial Statements, (ii) incurred in the ordinary course of business consistent with past practice Liabilities that have arisen since the date of the Latest Balance Sheet that are notin the Ordinary Course of Business (none of which exceeds $100,000 individually, individually or $1,000,000 in the aggregate) and none of which relates to breach of Contract or violation of Law), (iii) Liabilities arising in connection with the Transactions, (iv) Liabilities to be included in the computation of Closing Indebtedness, Transaction Expenses, or in the aggregatecomputation of Closing Net Working Capital, or (v) Liabilities set forth on Schedule 3.06(b) of the Disclosure Schedules. (c) All accounts receivable of the Company and its Subsidiaries that are reflected on the Latest Balance Sheet (i) represent valid obligations arising from bone-fide transactions entered into by the Company and/or its Subsidiaries involving the sale of goods or rendering of services actually performed in the Ordinary Course of Business, and (ii) are substantially current and fully collectible (in the case of any such note receivable, in accordance with its terms and in the case of any accounts receivable, within ninety (90) days after the Closing Date) at the aggregate amounts thereof recorded in the Closing Net Working Capital. All reserves for the collection of the accounts receivable of the Company and its Subsidiaries were calculated in accordance with GAAP. Since the date of the Latest Balance Sheet, neither the Company nor any of its Subsidiaries have cancelled, or agreed to cancel, in whole or in part, any accounts receivable except in the Ordinary Course of Business. To the Company’s Knowledge, there is no material contest, claim or right of set-off, other than returns in the Ordinary Course of Business, relating to the amount or validity of any such account receivable. (d) All inventory of the Company and its Subsidiaries, whether or not reflected in the Financial Statements, consists of a quality and quantity usable and salable in the Ordinary Course of Business, except for obsolete, damaged or defective items that have been written off or written down to fair market value or for which adequate reserves have been established on the Financial Statements and valued in accordance with GAAP. No inventory of the Company or its Subsidiaries is held on a consignment basis. The quantities of each item of inventory (iiiwhether raw materials, work-in-process or finished goods) which individually do are not exceed NOK 20,000 andexcessive, but are reasonable in the aggregate, do not exceed NOK 250,000present circumstances of the Company and its Subsidiaries.

Financial Statements; No Undisclosed Liabilities. (a) True The Company has delivered to Acquirer its unaudited financial statements for the fiscal years of 2020 and complete copies of 2021 and its unaudited financial statements for the audited balance sheet of the Company as at December eight-month period ended August 31, 2015 and December 312022 (including, 2014in each case, and the related audited balance sheets, statements of incomeoperations and statements of cash flows) (collectively, cash flow, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditor (collectively referred to as the “Financial Statements”), which are included as Schedule 2.4(a) and the unaudited balance sheet of the Company as at May 31, 2016, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), are attached hereto as Section 3.7(a) of the Disclosure ScheduleLetter. Each of the Financial Statements and the Interim The Financial Statements (i) are correct derived from and complete in all material respects and have been prepared in accordance with the books and records of the Company, (ii) have been prepared in accordance complied as to form with the Accounting Principles applied on a consistent basis throughout the periods indicated (except applicable accounting requirements with respect thereto as may be indicated in the notes theretoof their respective dates, and further except for the Interim Financial Statements) and (iii) fairly present, and accurately present in all material respects, respects the financial position, condition of the Company at the dates therein indicated and the results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and specified (subject, in the case of the Interim Financial Statementsunaudited interim period financial statements, to normal and recurring year-end adjustments audit adjustments, none of which individually or in the aggregate are or will be material in amount), (iv) are true, correct and complete in all material respects and (v) were prepared in accordance with GAAP, except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods involved. (b) The Company has no Liabilities of any nature other than (i) those set forth or adequately provided for in the balance sheet included in the Financial Statements as of August 31, 2022 (such date, the “Company Balance Sheet Date” and such balance sheet, the “Company Balance Sheet”), (ii) those incurred in the conduct of the Company’s business since the Company Balance Sheet Date in the ordinary course consistent with past practice that will notare of the type that ordinarily recur and, individually or in the aggregate, be material. are not material in nature or amount and do not result from any breach of Contract, warranty, infringement, tort or violation of Applicable Law and (biii) those incurred by the Company in connection with the execution of this Agreement. Except as and to the extent adequately accrued or reserved against for Liabilities reflected in the audited balance sheet of the Company as at December 31, 2015 (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”)Financial Statements, the Company has no liability off-balance sheet Liability of any nature to, or any financial interest in, any third parties or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Company. All reserves that are set forth in or reflected in the Company Balance Sheet have been established in accordance with GAAP consistently applied and are adequate. Without limiting the generality of the foregoing, the Company has never guaranteed any debt or other obligation of any natureother Person. (c) Schedule 2.4(c) of the Company Disclosure Letter sets forth a true, whether accruedcorrect and complete list of all Company Debt, absoluteincluding, contingent for each item of Company Debt, the agreement governing the Company Debt and the interest rate, maturity date, any assets securing such Company Debt and any prepayment or otherwiseother penalties payable in connection with the repayment of such Company Debt at the Closing. (d) Schedule 2.4(d) of the Company Disclosure Letter sets forth the names and locations of all banks and other financial institutions at which the Company maintains accounts and the names of all Persons authorized to make withdrawals therefrom. (e) The accounts receivable of the Company (collectively, whether known or unknown the “Accounts Receivable”) as reflected on the Company Balance Sheet and whether or not required by the Accounting Principles to as will be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for liabilities and obligations (i) set forth in the Interim Closing Financial Statements, (ii) incurred Certificate arose in the ordinary course of business consistent with past practice since and represent bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the date book amounts thereof within 60 days following the Agreement Date, less an amount not in excess of the allowance for doubtful accounts provided for in the Company Balance Sheet that are not, individually or in the aggregateCompany Closing Financial Certificate, material as the case may be. Allowances for doubtful accounts and warranty returns have been prepared in accordance with GAAP consistently applied and in accordance with the Company’s past practice and are sufficient to provide for any losses that may be sustained on realization of the applicable Accounts Receivable. The Accounts Receivable arising after the Company Balance Sheet Date and before the Closing Date (i) arose or shall arise in the ordinary course of business consistent with past practice, (ii) represented or shall represent bona fide claims against debtors for sales and other charges and (iii) which individually do not exceed NOK 20,000 have been collected or are collectible in the book amounts thereof within 60 days following the Agreement Date, less allowances for doubtful accounts and warranty returns determined in accordance with GAAP consistently applied and the Company’s past practice that are or shall be sufficient to provide for any losses that may be sustained on realization of the applicable Accounts Receivable. None of the Accounts Receivable is subject to any claim of offset, recoupment, set-off or counter-claim and, to the knowledge of the Company, there are no facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. No material amount of Accounts Receivable is contingent upon the performance by the Company of any obligation or Contract other than normal warranty repair and replacement. To the Company’s knowledge, no Person has any Encumbrance on any Accounts Receivable, and no agreement for deduction or discount has been made with respect to any such Accounts Receivable. Schedule 2.4(e) of the Company Disclosure Letter sets forth, as of the Agreement Date, an aging of the Accounts Receivable in the aggregateaggregate and by customer, do and indicates the amounts of allowances for doubtful accounts and warranty returns. (f) The Company has established and maintains a system of internal accounting controls sufficient to provide reasonable assurances (i) that transactions, receipts and expenditures of the Company are being executed and made only in accordance with appropriate authorizations of management and the Board, (ii) that transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP and (B) to maintain accountability for assets and (iii) regarding the prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Company. None of the Company, the Company’s independent auditors and, to the knowledge of the Company, any current or former employee, consultant or director of the Company, has identified or been made aware of any fraud, whether or not exceed NOK 250,000material, that involves Company’s management or other current or former employees, consultants, or directors of the Company who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company, or any claim or allegation regarding any of the foregoing. None of the Company and, to the knowledge of the Company, any Representative of the Company has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, in each case, regarding deficient accounting or auditing practices, procedures, methodologies or methods of the Company, in each case, its internal accounting controls or any material inaccuracy in the Company’s financial statements. No attorney representing the Company, whether or not employed by the Company, has reported to the Board or any committee thereof or to any director or officer of the Company evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or, in each case, its Representatives. There are no significant deficiencies or material weaknesses in the design or operation of the Company’s internal controls that could adversely affect the Company’s ability to record, process, summarize and report financial data.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies The Company has made available to Acquirer its audited consolidated financial statements for each of the audited balance sheet of the Company as at fiscal years ending December 31, 2015 2019 and 2020 and the unaudited consolidated financial statements for the fiscal year ended December 31, 20142021(including, and the related audited in each case, balance sheets, statements of incomeoperations and statements of cash flows) (collectively, cash flow, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditor (collectively referred to as the “Financial Statements”), which are included as Schedule 2.4(a) and the unaudited balance sheet of the Company as at May 31, 2016, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), are attached hereto as Section 3.7(a) of the Disclosure ScheduleLetter. Each of the Financial Statements and the Interim The Financial Statements (i) are correct derived from and complete in all material respects and have been prepared in accordance with the books and records of the CompanyCompany and the Company Subsidiaries, (ii) have been prepared complied as to form in accordance all material respects with the Accounting Principles applied on a consistent basis throughout the periods indicated (except applicable accounting requirements with respect thereto as may be indicated in the notes theretoof their respective dates, and further except for the Interim Financial Statements) and (iii) fairly present, in all material respects, and accurately present the financial position, condition of the Company and the Company Subsidiaries at the dates therein indicated and the results of operations and cash flows of the Company as at and the respective dates thereof and Company Subsidiaries for the respective periods indicated thereintherein specified, except as otherwise noted therein and in each case in all material respects, (subject, in the case of the Interim unaudited interim period Financial Statements, to normal and recurring year-end adjustments that audit adjustments, none of which individually or in the aggregate are or will notbe material in amount), (iv) were prepared in accordance with GAAP and ASC 606, except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods involved and (v) are true, correct and complete in all material respects. (b) Neither the Company nor any of the Company Subsidiaries has any material Liabilities of any nature other than (i) those set forth or adequately provided for in the balance sheet included in the Financial Statements as of December 31, 2021 (such date, the “Company Balance Sheet Date” and such balance sheet, the “Company Balance Sheet”), (ii) those incurred in the conduct of the Company’s or any of the Subsidiaries’ business since the Company Balance Sheet Date in the ordinary course of business and consistent with past practice and, individually or in the aggregate, be materialare not material in nature or amount and do not result from any breach of Contract, warranty, infringement, tort or violation of Applicable Law (iii) are executory performance obligations arising under Contracts to which the Company is a party or otherwise bound, (iv) unpaid Transaction Expenses, Company Debt, or any amounts included as liability in Closing Net Working Capital. Except for Liabilities reflected in the Financial Statements, neither the Company nor any of the Company Subsidiaries has any off balance sheet Liability of any nature to, or any financial interest in, any third party or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of debt expenses incurred by the Company. All reserves set forth in or reflected in the Company Balance Sheet have been established in accordance with GAAP and ASC 606 consistently applied. (bc) Except as and to Neither the extent adequately accrued or reserved against in the audited balance sheet Company nor any of the Company as at December 31Subsidiaries has applied for or accepted (i) any loan pursuant to the PPP in Section 1102 and Section 1106 of the CARES Act, 2015 respectively, or (such balance sheet, together with all related notes and schedules thereto, ii) any funds pursuant to the “Balance Sheet”), Economic Injury Disaster Loan program or an advance on an Economic Injury Disaster Loan pursuant to Section 1110 of the CARES Act. (d) Schedule 2.4(d) of the Company has no liability Disclosure Letter set forth a true, correct and complete list of all Contracts pursuant to which the Company incurred debt for borrowed money. (e) Schedule 2.4(e) of the Company Disclosure Letter sets forth the names and locations of all banks and other financial institutions at which the Company or obligation any Company Subsidiary maintain accounts and the names of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown all Persons authorized to make withdrawals therefrom. (f) The accounts receivable as reflected on the Company Balance Sheet and whether or not required by the Accounting Principles to as will be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for liabilities and obligations (i) set forth in the Interim Closing Financial Statements, (ii) incurred Certificate arose in the ordinary course of business consistent with past practice since the date business, represented bona fide claims against debtors for sales and other charges and have been collected, less an amount not in excess of the allowance for doubtful accounts provided for in the Company Balance Sheet that are notSheet, individually or in the aggregateCompany Closing Financial Certificate, material as the case may be. Allowances for doubtful accounts and warranty returns have been prepared in accordance with GAAP consistently applied and in accordance with the Company’s past practice and are sufficient to provide for any losses that may be sustained on realization of the receivables. The accounts receivable of the Company arising after the Company Balance Sheet Date and before the Closing Date arose or shall arise in the ordinary course of business, represented or shall represent bona fide claims against debtors for sales and other charges, and to the knowledge of the Company, have been collected or are collectible in the book amounts thereof, less allowances for doubtful accounts and warranty returns determined in accordance with GAAP consistently applied and the Company’s past practices and are or shall be sufficient to provide for any losses that may be sustained on realization of the receivables. As of the Agreement Date, none of the accounts receivable of the Company is subject to any claim of offset, recoupment, setoff or counter-claim. (g) Each of the Company and the Company Subsidiaries has established and maintains a system of internal accounting controls reasonably designed to provide reasonable assurances (i) that transactions, receipts and expenditures of the Company and the Company Subsidiaries are being executed and made only in accordance with appropriate authorizations of management and the Board, (ii) that transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP and ASC 606 and (B) to maintain accountability for assets, (iii) regarding the prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and (iv) that the amount recorded for assets on the books and records of the Company or (iii) which individually do any of the Company Subsidiaries is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. None of the Company or any of the Company Subsidiaries, its independent auditors or, to the knowledge of the Company, any current or former employee, consultant or director of the Company or any of the Company Subsidiaries has identified or been made aware of any fraud, whether or not exceed NOK 20,000 andmaterial, that involves the Company’s or any of the Company Subsidiaries or its or their management or other current or former employees, consultants or directors of the Company or any of the Company Subsidiaries who have a role in the aggregatepreparation of financial statements or the internal accounting controls utilized by the Company or any of the Company Subsidiaries, do not exceed NOK 250,000or any claim or allegation regarding any of the foregoing. (h) The Company has identified all uncertain Tax positions contained in all Tax Returns filed by the Company or any of its Company Subsidiaries and has established adequate reserves and made any appropriate disclosures in the Financial Statements in accordance with the requirements of ASC 740-10 (formerly Financial Interpretation No. 48 of FASB Statement No. 109, Accounting for Uncertain Tax Positions).

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of Attached hereto as Schedule 2.5(a) are the audited following financial statements: (i) an unaudited proforma combined balance sheet of the Company Acquired Companies for the Business as at of November 24, 2012 (the “Current Balance Sheet”) and an unaudited proforma combined statement of income of the Acquired Companies for the Business for the period then ended, and (ii) the audited combined balance sheets of the Acquired Companies for the Business as of December 31, 2015 2011 and December 31, 20142010, and the related audited proforma combined statements of income, cash flow, retained earnings, shareholders’ equity and changes in financial position income of the Company, together with all related notes and schedules thereto, accompanied by Acquired Companies for the reports thereon of Business for the Company’s independent auditor twelve (collectively 12) month periods then ended. The financial statements described in the preceding sentence are referred to herein collectively as the “Financial Statements”) and the unaudited balance sheet of the Company as at May 31, 2016, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), are attached hereto as Section 3.7(a) of the Disclosure Schedule. Each of the .” The Financial Statements and the Interim Financial Statements (i) are correct and complete in all material respects and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) (subject, in the case of the unaudited Financial Statements, to normal year-end adjustments (which will not be material either individually or in the aggregate) and the absence of notes to such statements. The Financial Statements have been prepared from and are materially consistent with the books and records of the CompanyAcquired Companies. Subject to the foregoing, (ii) have been the Financial Statements fairly present the financial condition and the results of operations of the Acquired Companies in all material respects as of the respective dates and for the periods indicated therein, prepared in accordance with the Accounting Principles applied on a consistent basis throughout the periods indicated GAAP (except as may be indicated in the notes thereto, and further except for the Interim Financial Statements) and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim unaudited Financial Statements, to normal and recurring year-end adjustments that (which will not, not be material either individually or in the aggregate, be material) and the absence of notes to such statements). (b) Except as described on Schedule 2.5(b) and to the extent adequately accrued or reserved against except (i) as set forth in the audited balance sheet of the Company as at December 31, 2015 (such balance sheet, together with all related notes and schedules thereto, the “Current Balance Sheet”), the Company has no liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except (ii) for liabilities and obligations (i) set forth incurred by the Acquired Companies in the Interim Financial Statements, (ii) incurred in the ordinary course Ordinary Course of business Business consistent with past practice since the date of the Current Balance Sheet that are notSheet, individually the Acquired Companies do not have (A) any material liabilities of any type or nature, whether accrued, contingent, absolute, determined, determinable or otherwise, of the kind required to be disclosed in financial statements prepared in accordance with GAAP or (B) to Sellers’ Knowledge, any other material liabilities of any type or nature, whether accrued, contingent, absolute, determined, determinable or otherwise, whether or not of the type required to be disclosed in financial statements prepared in accordance with GAAP. (c) No Acquired Company is obligated under or a party to any surety or similar bonds or similar obligations. (d) The books of account of each Acquired Company have been made available to Buyer and reflect only actual, bona fide transactions entered into in the aggregate, material to the Company or (iii) which individually do not exceed NOK 20,000 and, in the aggregate, do not exceed NOK 250,000Ordinary Course of Business.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies Schedule 3.06(a) of the Seller Disclosure Schedules sets forth (i) the audited consolidated balance sheet of the Company as at of the fiscal year ended December 3130, 2015 and December 31, 20142023, and the related audited statements of income, income and cash flow, retained earnings, shareholders’ equity and changes in financial position flows of the CompanyCompany for the fiscal year then ended (collectively, together with all related notes and schedules theretoincluding the audit report thereon, accompanied by the reports thereon of the Company’s independent auditor (collectively referred to as the “Audited Financial Statements”) and (ii) the unaudited consolidated balance sheet of the Company as at May 31of July 13, 20162024 (the “Balance Sheet Date”), and the related statements unaudited statement of income, retained earnings, shareholders’ equity income and changes in financial position cash flows of the Companytwenty-eight (28) weeks then ended (collectively, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements” and together with the Audited Financial Statements, the “Financial Statements”), are attached hereto . (b) Except as Section 3.7(aset forth on Schedule 3.06(b) of the Seller Disclosure Schedule. Each of Schedules, (x) the Financial Statements and the Interim Financial Statements (i) are correct and complete have been prepared in all material respects and have been prepared in accordance with GAAP as in effect on the books and records of the Company, (ii) have been prepared in accordance with the Accounting Principles applied on a consistent basis throughout the periods indicated Agreement Date (except as may be indicated described in the notes thereto, and further except for the Interim Financial Statements) and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subjectthereto and, in the case of the Interim Financial Statements, to the absence of footnotes and other presentation items and normal and recurring reoccurring year-end adjustments that will notwhich would not reasonably be expected to be, individually or in the aggregate, be materialmaterial to the Target Companies, taken as a whole), consistently applied throughout the periods presented, and fairly present in all material respects the financial position of the Target Companies on a consolidated basis as of such dates and for the periods presented, and (y) the Target Companies maintain (i) books and records reflecting their assets and liabilities that are accurately reflected in the Financial Statements in all material respects and (ii) internal accounting controls that are adequate given the size, nature and complexity of the Target Companies and that provide reasonable assurance that (A) the control objectives have minimized the risk of material financial misstatement and (B) all material information concerning the Target Companies is made known on a timely basis to the individuals responsible for the preparation of the Financial Statements. (bc) Except (i) as and to the extent adequately accrued or reserved against set forth in the audited balance sheet of the Company as at December 31Financial Statements, 2015 (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”), the Company has no liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet of the Company or disclosed in including the notes thereto, except for liabilities and obligations (i) set forth in the Interim Financial Statements, (ii) for liabilities incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet that Date, which are not, individually or in the aggregate, material to the Company Target Companies taken as a whole, and which did not arise from any breach of (x) any Contract or material Real Property Lease or (y) any warranty, tort, infringement, misappropriation or violation of any Applicable Law, (iii) which for those liabilities that are repaid, terminated, forgiven, settled, canceled or otherwise extinguished in full at or prior to Closing, (iv) for those liabilities incurred in connection with the Contemplated Transactions or the execution, delivery or performance of this Agreement and included as a Company Transaction Expense and (v) as set forth on Schedule 3.06(c) of the Seller Disclosure Schedules, as of the Agreement Date, there are no existing or, to the knowledge of Seller, future or contingent, liabilities of any type of the Target Companies that are material, individually do not exceed NOK 20,000 and, or in the aggregate, do not exceed NOK 250,000to the Target Companies, taken as a whole, and that are required to be reflected on a balance sheet prepared in accordance with GAAP as in effect on the Agreement Date.

Financial Statements; No Undisclosed Liabilities. (a) True Schedule 3.6(a) of the Disclosure Schedules sets forth true and complete copies of the following financial statements, which, except as set forth on Schedule 3.6(a) of the Disclosure Schedules, and subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments, present fairly, in all material respects, the financial position and results of operations presented therein as of the dates of, and for the periods referred to in, such financial statements in conformity with GAAP applied on a consistent basis throughout the periods covered thereby (collectively, the “Financial Statements”): (i) the audited consolidated balance sheet of the Company and its Subsidiaries as at of December 31, 2015 2012, December 31, 2011 and December 31, 20142010, and the related audited consolidated statements of incomeoperations, cash flow, retained earnings, shareholdersmembers’ equity (deficit), and changes in financial position cash flows of the CompanyCompany and its Subsidiaries, together with all related notes and schedules theretothereto (including consolidating statements), accompanied by the reports thereon of the Company’s independent auditor auditors (collectively referred to as the “Audited Consolidated Annual Financial Statements”); (ii) and the unaudited consolidated stand-alone balance sheet of the Company Acquired Entities as at May of August 31, 20162013, and the related consolidated stand-alone statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), are attached hereto as Section 3.7(a) of the Disclosure Schedule. Each of the Financial Statements and the Interim Financial Statements (i) are correct and complete in all material respects and have been prepared in accordance with the books and records of the Company, (ii) have been prepared in accordance with the Accounting Principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto, and further except for the Interim Financial Statements) and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows for the eight-month period ending on such date of the Company Acquired Entities (the “Interim Consolidated Financial Statements”); and (iii) the audited consolidated stand-alone balance sheet of the Acquired Entities as at of December 31, 2012, and the respective dates thereof related audited consolidated stand-alone statements of operations and cash flows for the respective periods indicated therein, except as otherwise noted therein and subjecttwelve-month period ending on such date of the Acquired Entities, in each case with respect to this clause (iii), as supplemented by the case unaudited adjustments to reflect the carve-out of Coyote Valley and the Residential Mortgages set forth on Schedule 3.20 of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be materialDisclosure Schedules. (b) Except as and to the extent adequately accrued or reserved against in the audited consolidated balance sheet of the Company as at December of August 31, 2015 2013 included in the Interim Consolidated Financial Statements (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”, and such date, the “Balance Sheet Date”), or as set forth on Schedule 3.6(b) of the Company Disclosure Schedules, none of the Acquired Entities has no any material liability or obligation of any nature, whether accrued, absolute, contingent contingent, or otherwise, whether known or unknown and whether or not of the type required by GAAP (as in effect on the Accounting Principles Balance Sheet Date) to be reflected in a balance sheet of the Company Acquired Entities or disclosed in the notes thereto, except for any liabilities and obligations (i) set forth in the Interim Financial Statements, (ii) incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet that are not, individually or in the aggregate, material to the Company or (iii) which individually do not exceed NOK 20,000 and, in the aggregate, do not exceed NOK 250,000Date.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of Seller has delivered to Purchaser (i) the audited balance sheet of the Company as at December 31, 2015 and December 31, 2014, Westport and the related audited statements of income, cash flow, retained earnings, shareholders’ stockholder’s equity and changes in financial position cash flows for the fiscal year ended December 31, 2012 (the “Audited Financial Statements”) and (ii) the unaudited consolidated balance sheet of the CompanyCompany and its Subsidiary as of September 30, 2013 (the “Balance Sheet Date”) and the related unaudited consolidated statements of income, stockholder’s equity and cash flows for the nine (9) months ended on the Balance Sheet Date (the “Interim Financial Statements” and together with all related notes and schedules theretothe Audited Financial Statements, accompanied by the reports thereon of the Company’s independent auditor (collectively referred to as the “Financial Statements”) and the unaudited balance sheet of the Company as at May 31, 2016, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim ). The Financial Statements”), are attached hereto including the footnotes thereto, except as described therein or on Section 3.7(a) of the Seller Disclosure Schedule. Each Letter and, in the case of the Financial Statements and the Interim Financial Statements (i) are correct except for the absence of notes thereto, and complete subject to normal year-end adjustments which will not be material, in all material respects and each case, have been prepared in accordance with GAAP, consistently followed throughout the periods indicated. (b) The Financial Statements are based on the books and records of the Company, (ii) have been prepared in accordance with the Accounting Principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes theretoCompany and its Subsidiary, and further except for the Interim Financial Statements) and (iii) fairly present, in all material respects, the financial position, condition and the results of operations the income, stockholder’s equity and cash flows of the Company and its Subsidiary as at of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein they were prepared. The Company maintains a standard system of accounting established and subject, administered in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be materialaccordance with GAAP. (bc) Except as and to the extent adequately accrued or reserved against in the audited balance sheet set forth on Section 3.7(c) of the Company as at December 31, 2015 (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”)Seller Disclosure Letter, the Company has no liability or obligation of and its Subsidiary do not have any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not Liabilities that are required by the Accounting Principles to be reflected in set forth on a consolidated balance sheet of the Company or disclosed prepared in the notes theretoaccordance with GAAP, except for liabilities and obligations (i) set forth in Liabilities reflected on the Interim Financial StatementsStatements as of the Balance Sheet Date, (ii) Liabilities incurred in the ordinary course of business consistent in types and amounts with past practice since the date of the Balance Sheet that are not, individually or in the aggregate, material to the Company or Date and (iii) which individually do not exceed NOK 20,000 and, Liabilities incurred in connection with the aggregate, do not exceed NOK 250,000transactions contemplated hereby.