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

Financial Statements; No Undisclosed Liabilities. (a) Attached as Schedule 2.4(a) hereto are copies of (a) the Company's consolidating balance sheets, as included in Simtek's audited balance sheets at December 31, 2003 and 2004 and related consolidating statements of income, cash flow and changes in stockholders' equity of the Company, as included in Simtek's audited financial statements for each year in the three-year period ended December 31, 2004 (the "Annual Financial Statements") and (b) the Company's balance sheet (the "Balance Sheet") at July 31, 2005 (the "Balance Sheet Date") and related statement of income for the seven-month period then ended (the "Interim Financial Statements") (the Annual Financial Statements and the Interim Financial Statements may collectively hereinafter be referred to as the "Financial Statements"). The Financial Statements have been prepared in accordance with generally accepted accounting principles, consistently applied ("GAAP") (subject, in the case of the Interim Financial Statements, to the addition of notes and ordinary year-end adjustments not material in amount), and fairly present in all material respects the financial condition and results of operations of the Company at the dates and for the periods indicated therein. (b) Except as set forth on Schedule 2.4(b), the Company has no material Liability, except for (i) Liabilities set forth on the face of the Balance Sheet (rather than in any notes thereto) and (ii) Liabilities which have arisen after the Balance Sheet Date in the Ordinary Course of Business (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract, breach of warranty, tort, infringement, or violation of law), which are not material, individually or in the aggregate. To the Company's Knowledge, QD Acoustics has no employees, currently conducts no operations and, except as set forth on the Disclosure Schedule, has no Liabilities.

Financial Statements; No Undisclosed Liabilities. (a) Attached as Schedule 2.4(a) hereto are copies of The Company has delivered to Purchaser: (a) the Company's consolidating balance sheets, as included in Simtek's audited balance sheets at sheet of the Company as of December 31, 2003 2020 and 2004 and related consolidating statements of income, cash flow and changes in stockholders' equity of the Company, as included in Simtek's audited financial statements for each year in the three-year period ended December 31, 2004 2021 (the "Annual Financial Statements"“Balance Sheet Date”) and the related audited statement of income of the Company for the fiscal year then-ended and (b) the Company's unaudited balance sheet (of the "Balance Sheet") at July 31Company as of September 30, 2005 (2022 and the "Balance Sheet Date") and related unaudited consolidated statement of income of the Company for the seven-month period nine months then ended (the "“Interim Financials” and together with the financial statements described in clause (a), the “Financial Statements") (the Annual Financial Statements and the Interim Financial Statements may collectively hereinafter be referred to as the "Financial Statements"”). The Financial Statements are complete and correct in all material respects and have been prepared in accordance with generally accepted accounting principlesGAAP, consistently applied applied, and present fairly in all material respects in accordance with GAAP the consolidated financial position and the results of operations, changes in members’ equity, and cash of the Company as of the dates thereof and for the periods covered thereby ("GAAP") (subjectexcept as may be indicated in the footnotes thereto and, in the case of the Interim unaudited Financial Statements, to the addition of notes and ordinary Statements for normal year-end adjustments not material in amountand other adjustments), and fairly present in all material respects the financial condition and results of operations of the Company at the dates and for the periods indicated therein. (b) Except as set forth on Schedule 2.4(b3.5(b), the Company has established and maintains, adheres to, and enforces a system of internal accounting controls which are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements (including the Financial Statements), in accordance with GAAP. (c) Except as set forth on Schedule 3.5(c), neither the Company nor, to the Company’s Knowledge, any of its Representatives, has received or otherwise obtained any written, or to the Company’s Knowledge, oral, complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls, including any complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or auditing practices. To the Company’s Knowledge, there has been no fraud in connection with any financial reporting of the Company, whether or not material, involving any officer of the Company or any employee of the Company who has a significant role in the Company’s internal control over financial reporting. (d) Except as set forth on Schedule 3.5(d), the Company has no material Liabilityliability, indebtedness, obligation, expense, claim, deficiency, guaranty or endorsement of any type required to be reflected in financial statements in accordance with GAAP, except for those which (i) Liabilities set forth on have been reflected or reserved against in the face of the Balance Sheet (rather than in any notes thereto) and Interim Financials or (ii) Liabilities which have arisen after in the ordinary course of business consistent with past practice since the Balance Sheet Date in the Ordinary Course of Business (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract, breach of warranty, tort, infringement, or violation of law), which and are not materialmaterial in amount. (e) Schedule 3.5(e) sets forth a complete and correct list of each item of Indebtedness of the Company as of the Agreement Date, individually or in identifying the aggregate. To name and address of the Company's Knowledgecreditor thereto, QD Acoustics has no employeesall related Contracts, currently conducts no operations and, except the amount of such Indebtedness as set forth of the close of business on the Disclosure ScheduleAgreement Date, and any restriction or penalty upon the prepayment of any such Indebtedness. With respect to any Indebtedness, the Company is not and has not been in default and no Liabilitiespayments are currently past due.

Financial Statements; No Undisclosed Liabilities. (a) Attached as Schedule 2.4(a) hereto are copies of (a) The Company has delivered to Purchaser the Company's consolidating balance sheets, as included in Simtek's audited consolidated balance sheets at of the Company and its Subsidiaries as of December 31, 2003 2009 and 2004 and related consolidating statements of income, cash flow and changes in stockholders' equity of the Company, as included in Simtek's audited financial statements for each year in the three-year period ended December 31, 2004 2008, and the related statements of income and retained earnings for the fiscal years then ended, and the unaudited balance sheets and related statements of income and retained earnings for the six (6) month period ended June 30, 2010 (collectively, the "Annual “Financial Statements") and (b) ”). Except as set forth on Schedule 2.5(a), the Company's balance sheet (the "Balance Sheet") at July 31, 2005 (the "Balance Sheet Date") and related statement of income for the seven-month period then ended (the "Interim Financial Statements") (the Annual Financial Statements and the Interim Financial Statements may collectively hereinafter be referred to as the "Financial Statements"). The Financial Statements have been are prepared in accordance with generally accepted accounting principlesGAAP and present fairly, consistently applied ("GAAP") (subject, in the case of the Interim Financial Statements, to the addition of notes and ordinary year-end adjustments not material in amount), and fairly present in all material respects respects, the financial condition position and results of operations of the Company at the dates and its Subsidiaries for the periods indicated thereinindicated. The Financial Statements are based on the books and records of the Company and its Subsidiaries for the periods to which such Financial Statements relate. (b) Except as set forth on Schedule 2.4(b)The Company and its Subsidiaries do not have any direct or indirect liabilities or obligations, the Company has no material Liabilityeither accrued, contingent or otherwise, known or unknown, except for (i) Liabilities set forth liabilities disclosed or reserved against on the face of the Balance Sheet (rather than in any notes thereto) and Financial Statements; (ii) Liabilities which liabilities that have arisen after the Balance Sheet Date date of the latest balance sheet included in the Ordinary Course of Business (none of which results from, arises out of, relates to, is Financial Statements in the nature of, or was caused by any breach ordinary course of contract, breach of warranty, tort, infringement, or violation of law), business and which are not materialnot, individually or in the aggregate. To , material in amount; (iii) liabilities for the Company's Knowledgeperformance or payment of executory obligations under (A) any of the Contracts, QD Acoustics has no employeesprovided that such liabilities do not arise from any breach or default under such Contracts or (B) contracts entered into in the ordinary course of business and which are not, currently conducts no operations andindividually or in the aggregate, except as set forth on material, provided that such liabilities do not arise from any breach or default under such contracts; (iv) liabilities incurred in connection with this Agreement and the Disclosure Schedule, has no Liabilitiestransactions contemplated hereby; and (v) those liabilities disclosed in Schedule 2.5(b).

Financial Statements; No Undisclosed Liabilities. (a) Attached as Schedule 2.4(a3.7(a) hereto are copies of sets forth (ai) the Company's consolidating unaudited balance sheetssheet of the Companies, on a consolidated basis, as included in Simtek's audited of September 30, 2005 (the “Most Recent Balance Sheet”), and the unaudited statement of income of the Companies, on a consolidated basis, for the two-month period ended September 30, 2005, and (ii) the unaudited balance sheets at December of the Companies, on a consolidated basis, dated as of July 31, 2005, July 31, 2004 and July 31, 2003 and 2004 and related consolidating statements the unaudited statement of income, cash flow and changes in stockholders' equity income of the CompanyCompanies, as included in Simtek's audited financial statements on a consolidated basis, for each year in the three-year period years ended December July 31, 2005, July 31, 2004 and July 31, 2003, (the "Annual Financial Statements"financial statements described in paragraphs (i) and (bii) above, collectively, the Company's balance sheet (the "Balance Sheet") at July 31, 2005 (the "Balance Sheet Date") and related statement of income for the seven-month period then ended (the "Interim “Financial Statements") (the Annual Financial Statements and the Interim Financial Statements may collectively hereinafter be referred to as the "Financial Statements"”). The Financial Statements have been prepared in accordance conformity with generally accepted accounting principles, consistently applied ("GAAP") (subject, in the case of the Interim Financial Statements, to the addition of notes and ordinary year-end adjustments not material in amount), GAAP and fairly present in all material respects the financial condition and results of operations of the Company at Companies, on a consolidated basis, as applicable as of the dates date thereof and for the periods indicated thereinperiod indicated; provided, however, that the Financial Statements referred to in clause (i) above are subject to year-end and quarter-end adjustments and do not include allocations of corporate expenses that are made on a periodic basis. (b) Except as set forth on Schedule 2.4(b3.7(b), all customer accounts receivable of the Company has Companies, whether reflected on the Most Recent Balance Sheet or subsequently created, have arisen from bona fide transactions in the ordinary course of business. (c) The Companies have no material Liabilityliabilities or obligations of any kind (whether absolute, accrued, contingent, determined, determinable or otherwise), except for to the extent such liabilities or obligations (i) Liabilities set forth are fully reflected as liabilities or reserved for on the face of the Most Recent Balance Sheet (rather than in any notes thereto) and Sheet, (ii) Liabilities which have arisen after are disclosed in Schedule 3.7(c) hereto, (iii) are liabilities or obligations incurred since the date of the Most Recent Balance Sheet Date in the Ordinary Course ordinary course of Business (none of which results from, arises out of, relates to, is business consistent with past practice and not in the nature of, or was caused by any breach of contract, breach of warranty, tort, infringement, or violation of law), any of the terms of this Agreement or (iv) are contractual and other liabilities which are not materialreasonably expected to result in a Company Material Adverse Effect. (d) The inventories of the Companies, individually or in the aggregate. To the Company's Knowledge, QD Acoustics has no employees, currently conducts no operations and, except as set forth whether reflected on the Disclosure ScheduleMost Recent Balance Sheet or subsequently acquired, has no Liabilitieswere valued in accordance with GAAP.

Financial Statements; No Undisclosed Liabilities. (a) Attached as Set forth on Schedule 2.4(a3.7(a) hereto are copies of are: (ai) the Company's consolidating balance sheets, as included in Simtek's combined audited balance sheets at December 31, 2003 and 2004 and related consolidating statements of income, cash flow and changes in stockholders' equity of the Company, the Other Delta Targets and JTS Realty Investment Company, LLC, as included in Simtek's of December 31, 2021 and 2022; (ii) the related combined audited financial statements of operations for each year in the three-year period years ended December 31, 2004 2021 and 2022; (iii) the combined statement of cash flows as of December 31, 2021 and 2022, (iv) an unaudited balance sheet of the Company as of June 30, 2023 (the "Annual “Interim Balance Sheet”); and (v) the related unaudited statements of profit and loss of the Company for the six (6) months ended June 30, 2023 (the foregoing financial statements, collectively, the “Financial Statements") and (b) the Company's balance sheet (the "Balance Sheet") at July 31, 2005 (the "Balance Sheet Date") and related statement of income for the seven-month period then ended (the "Interim Financial Statements") (the Annual Financial Statements and the Interim Financial Statements may collectively hereinafter be referred to as the "Financial Statements"”). The Financial Statements (i) have been prepared from the books and records of the Company in accordance with generally accepted accounting principlesGAAP, consistently applied applied, ("GAAP"ii) (subject, in the case of the Interim Financial Statements, to the addition of notes and ordinary year-end adjustments not material in amount), and fairly present are correct in all material respects respects, and (iii) present fairly, in all material respects, changes in shareholders equity, the financial condition and results of operations of the Company at and the Other Delta Targets as of the respective dates thereof and for the respective periods indicated thereincovered thereby, subject, in the case of the unaudited Financial Statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of footnotes. The books and records of the Company 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. (b) Except as set forth on Schedule 2.4(b)The Company does not have any Liabilities, the Company has no material Liability, except for except: (i) Liabilities set forth on reflected on, or reserved against in, the face of the Balance Sheet (rather than in any notes thereto) and Financial Statements; (ii) Liabilities which that have arisen after since the date of the Interim Balance Sheet Date in the Ordinary Course of Business (Business, none of which results from, arises is a Liability resulting from or arising out of, relates to, is in the nature of, or was caused by of any breach of contract, breach of warranty, tort, infringement, misappropriation, or violation of law), which are not material, individually or in the aggregate. To the Company's Knowledge, QD Acoustics has no employees, currently conducts no operations and, except as Law; and (iii) Liabilities 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 Disclosure Schedulerecorded 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, has no Liabilities(y) any fraud or other wrongdoing that involves any of the management or other employees of the Company who have a role in the preparation of financial statements or the internal accounting controls used by the Company, or (z) any claim or allegation regarding any of the foregoing. (d) Schedule 3.7(d)(i) sets forth a correct list of all Company Indebtedness of the Company and identifies for each item of Company Indebtedness the outstanding amount thereof as of the date of this Agreement. Schedule 3.7(d)(ii) sets forth a correct list of all Equipment and Truck Indebtedness of the Company and identifies for each item of Equipment and Truck Indebtedness the outstanding amount thereof as of the date of this Agreement.

Financial Statements; No Undisclosed Liabilities. (a) Attached as Schedule 2.4(a3.7(a) hereto are copies of sets forth (ai) the Company's consolidating unaudited balance sheetssheet of the Companies, on a consolidated basis, as included in Simtek's audited balance sheets at December 31, 2003 and 2004 and related consolidating statements of income, cash flow and changes in stockholders' equity of the Company, as included in Simtek's audited financial statements for each year in the three-year period ended December 31, 2004 (the "Annual Financial Statements") and (b) the Company's balance sheet (the "Balance Sheet") at July 31September 30, 2005 (the "Most Recent Balance Sheet DateSheet") ), and related the unaudited statement of income of the Companies, on a consolidated basis, for the seventwo-month period then ended September 30, 2005, and (ii) the unaudited balance sheets of the Companies, on a consolidated basis, dated as of July 31, 2005, July 31, 2004 and July 31, 2003 and the unaudited statement of income of the Companies, on a consolidated basis, for the years ended July 31, 2005, July 31, 2004 and July 31, 2003, (the "Interim Financial Statements"financial statements described in paragraphs (i) and (the Annual Financial Statements and the Interim Financial Statements may collectively hereinafter be referred to as ii) above, collectively, the "Financial Statements"). The Financial Statements have been prepared in accordance conformity with generally accepted accounting principles, consistently applied ("GAAP") (subject, in the case of the Interim Financial Statements, to the addition of notes and ordinary year-end adjustments not material in amount), GAAP and fairly present in all material respects the financial condition and results of operations of the Company at Companies, on a consolidated basis, as applicable as of the dates date thereof and for the periods indicated thereinperiod indicated; provided, however, that the Financial Statements referred to in clause (i) above are subject to year-end and quarter-end adjustments and do not include allocations of corporate expenses that are made on a periodic basis. (b) Except as set forth on Schedule 2.4(b3.7(b), all customer accounts receivable of the Company has Companies, whether reflected on the Most Recent Balance Sheet or subsequently created, have arisen from bona fide transactions in the ordinary course of business. (c) The Companies have no material Liabilityliabilities or obligations of any kind (whether absolute, accrued, contingent, determined, determinable or otherwise), except for to the extent such liabilities or obligations (i) Liabilities set forth are fully reflected as liabilities or reserved for on the face of the Most Recent Balance Sheet (rather than in any notes thereto) and Sheet, (ii) Liabilities which have arisen after are disclosed in Schedule 3.7(c) hereto, (iii) are liabilities or obligations incurred since the date of the Most Recent Balance Sheet Date in the Ordinary Course ordinary course of Business (none of which results from, arises out of, relates to, is business consistent with past practice and not in the nature of, or was caused by any breach of contract, breach of warranty, tort, infringement, or violation of law), any of the terms of this Agreement or (iv) are contractual and other liabilities which are not materialreasonably expected to result in a Company Material Adverse Effect. (d) The inventories of the Companies, individually or in the aggregate. To the Company's Knowledge, QD Acoustics has no employees, currently conducts no operations and, except as set forth whether reflected on the Disclosure ScheduleMost Recent Balance Sheet or subsequently acquired, has no Liabilitieswere valued in accordance with GAAP.

Financial Statements; No Undisclosed Liabilities. (a) Attached as Schedule 2.4(aThe Company has delivered to the Buyer (i) hereto are copies of (a) the Company's consolidating balance sheets, as included in Simtek's audited consolidated balance sheets of the Company as at December 31, 2003 2009 and 2004 and related consolidating statements of income, cash flow and changes in stockholders' equity of the Company, as included in Simtek's audited financial statements for each year in the three-year period ended December 31, 2004 (2010, and audited consolidated income statements and statements of cash flows for the "Annual Financial Statements") fiscal years then ended, and (bii) the Company's an unaudited consolidated balance sheet (of the "Balance Sheet") Company as at July 31June 30, 2005 (the "Balance Sheet Date") 2011 and related statement unaudited consolidated income statements and statements of income cash flows for the sevensix-month period then ended (the "Interim Financial Statements") (the Annual Financial Statements ended. Such financial statements and the Interim Financial Statements may collectively hereinafter be referred to as the "Financial Statements"). The Financial Statements have been prepared in accordance with generally accepted accounting principlesnotes thereto, consistently applied ("GAAP") (subjectif any, in the case of the Interim Financial Statements, to the addition of notes and ordinary year-end adjustments not material in amount), and fairly present in all material respects the consolidated financial condition and results of operations cash-flows of the Company at the dates and for the periods indicated thereinthen ended in accordance with GAAP (except as otherwise stated therein or in the case of unaudited financial statements for the omission of footnotes and subject to normal year-end adjustments). (b) Except as set forth on Schedule 2.4(b2.8(b), to the knowledge of the Company, the Company has no and the Subsidiaries do not have any material Liabilityliability or obligation required by GAAP to be set forth in a financial statement or in the notes thereto, except for liabilities or obligations that: (i) Liabilities set forth on have been incurred in the face ordinary course of business since the date of the Balance Sheet most recent unaudited consolidated financial statements referenced in Section 2.8(a) (rather than in any notes thereto) and the “Interim Financial Statements”); (ii) Liabilities which have arisen after the Balance Sheet Date are accrued or reserved against in the Ordinary Course Interim Financial Statements or will be included in (or for which a reserve or accrual is to be included in) the computation of Business Closing Working Capital; or (none of which results from, arises out of, relates to, is iii) are included in the nature ofSeller’s Expenses and the Sale Bonus Amount, or was caused arise out of the execution of this Agreement and are determinable solely by any breach of contract, breach of warranty, tort, infringement, or violation of law), which are not material, individually or in reference to this Agreement and the aggregate. To the Company's Knowledge, QD Acoustics has no employees, currently conducts no operations and, except as set forth on the Disclosure Schedule, has no LiabilitiesSchedules hereto.